Exhibit 4.3.1
ACTIVCARD S.A.
1997 FRENCH STOCK OPTION PLAN
(As Amended and Restated July 24, 2000)
Pursuant to articles 208-1 to 208-2 of the Law of 24 July 1966 (hereinafter to
be referred to as the "Commercial Enterprises Law"), the General Shareholders
Meeting of ACTIVCARD (hereinafter to be referred to as "ACTIVCARD S.A."),
meeting on May 31, 1996, September 26, 1996 and June 17, 1997, approved the
creation of a stock option plan (hereinafter to be referred to as the "1997
Plan") intended for employees of ACTIVCARD S.A. and its subsidiaries,
specifically the French subsidiaries ACTIVCARD EUROPE SA and ADV Technologies
(hereinafter referred to as the "ActivCard Group"). The purpose of this document
is to define the conditions for allocating the Options to the employees of the
ActivCard Group within the framework of the 1997 Plan, in accordance with the
resolutions of the Board of Directors of ACTIVCARD S.A.:
1. Definitions. The following terms shall have the definitions assigned below:
(a) The term "Administrator" shall refer to the Board or any Committee
appointed to manage the Plan.
(b) The expression "Applicable law" shall refer to any legal conditions
relating to management of the stock option plans, in accordance with
the current provisions of the Commercial Enterprises Law, the General
Tax Code, the applicable rules of the Stock Exchange and French legal
provisions applying to Options allocated by corporations subject to
French law.
(c) The term "Board" shall refer to the Corporation's Board of Directors.
(d) The term "Code" shall refer to the General Tax Code.
(e) The term "Committee" shall refer to any committee established by the
Board to manage the Plan.
(f) The term "Corporation" shall refer to ACTIVCARD S.A.
(g) The expression "Employment contract" shall mean that the
employer-to-employee ties involving the Corporation, a parent company
or a Subsidiary have been neither suspended nor terminated.
(h) The term "Employee" shall mean any individual, including an officer or
a corporate representative, employed by the Corporation, a Parent
company or a Subsidiary.
(i) The expression "Transactions Law" shall refer to the amended version
of the 1934 U.S. "Securities Exchange Act."
<PAGE>
(j) The expression "Market Value" shall mean the value of a Share,
regardless of the date; this value shall be converted, if necessary,
using as the exchange rate the purchase rate at noon, as reported by
the Federal Reserve Bank of New York for the currency in question.
This value shall be set as follows:
(i) If the shares are traded on a Stock Exchange or on an
established national market, including the EASDAQ, the NASDAQ
National Market (trading of over-the-counter shares) or the
NASDAQ Small Cap Market on the NASDAQ exchange, the market
value of a share shall be the closing sale price of such Share
(or the ask price at the close, if no sale has been recorded)
quoted on this system or on this stock exchange on the day the
value is set, as published by The Wall Street Journal or any
other source which the Board deems reliable.
(ii) In the event that the Shares are regularly traded by an
approved broker but that the sale price is not published, the
Share's Market Value shall be the average between the Share's
bid and ask prices on the day the value is set, as published by
The Wall Street Journal or any other source which the Board
deems reliable.
(iii) In the absence of an established market for the Shares or
Common Stock, the Market Value shall be set in good faith by
the Board of Directors.
(k) The term "Option" shall refer to a stock option allocated in
accordance with the Plan.
(l) The expression "Stock Option Agreement" shall mean an agreement
entered into in writing or electronically, attesting to the allocation
of an Option, signed by the Corporation and the Beneficiary, as well
as any addenda corresponding thereto.
(m) The expression "Shares covered by the Option" shall refer to the
Shares covered by an Option.
(n) The term "Beneficiary" shall refer to an Employee who benefitted from
an Option within the framework of the Plan.
(o) The expression "Parent company" shall refer to a current or future
parent company, as defined by Article 208-4 of Law No. 66-537 of July
24, 1966.
(p) The term "Plan" shall refer to the 1997 French Stock Option Plan.
(q) The term "Share" shall refer to a common share of the Corporation.
(r) The term "Subsidiary" shall refer to a current or future subsidiary as
defined by Article 208-4 of Law No. 66-537 of July 24, 1966.
2
<PAGE>
2. Shares covered by the Plan.
(a) Subject to the provisions of article 9 below, the maximum total number
of Shares that may be covered by an Option and be subscribed within
the framework of the Plan is 1,200,000 Shares.
(b) In the event that an Option expires or can no longer be exercised
because it was not completely exercised or if it has been returned
within the context of an Option exchange program, the Shares not
issued may be allocated later within the Plan framework. Shares
actually issued within the Plan framework may not be distributed later
within the Plan framework.
3. Plan Management.
(a) Plan Administrator. The Plan shall be managed (A) by the Board or (B)
by a Committee (or a sub-committee of such Committee) appointed by the
Board and under its direction; once appointed, the Committee shall
remain in operation for the stipulated purposes until such time as the
Board resolves otherwise. The Board shall be advised at regular
intervals, of at least once per year, as to the Committee's decisions.
(b) Authority of the Administrator. Subject to applicable law and the
provisions of the Plan (including any other authority granted to the
Administrator by this Agreement) and unless stipulated to the contrary
by the Board, the Administrator may:
(i) select the employees to which to distribute any Options
provided for by this Plan;
(ii) determine whether, and to what extent, the Options shall be
allocated;
(iii) determine the number of Shares covered by each Option granted
pursuant to the Plan;
(iv) approve the form of the Option Agreements used within the Plan
framework;
(v) determine the conditions of any Option allocated within the
framework of such Plan;
(vi) define the additional conditions, rules or procedures in order
to conform to French regulation or law and offer the
Beneficiaries favorable treatment within the framework of such
Law, provided, however, that no Option distributed pursuant to
such conditions, rules or procedures contain conditions
contrary to the provisions of the Plan.
(vii) interpret the conditions of the Plan and the Options allocated
in accordance with the Plan; and
3
<PAGE>
(viii) take any measures that it deems appropriate, provided that they
not be inconsistent with the provisions of this Plan.
(c) Consequence of the Administrator's Decision. All decisions and
interpretations of the Administrator shall be final and binding on all
parties involved.
4. Allocation conditions. Options may only be allocated to Employees of the
Corporation subject to French tax law. An employee benefiting from an
Option may be granted additional Options. Pursuant to article 208-2 of the
Commercial Enterprises Law, no option may be approved for an employee that
directly or indirectly holds over 10% of the capital of ACTIVCARD S.A.
5. Conditions of the Option.
(a) Conditions of the Option. Subject to the Plan conditions, the
Administrator shall set the terms and conditions of each Option. If
the employment contract is suspended, the schedule for exercising the
Options shall be successively carried forward.
(b) Validity of the Option. The validity of each Option shall be the
duration specified in the Option Agreement and shall not extend beyond
seven (7) years after the allocation date of the Option.
(c) Non-transferability of the Options and Share subscription rights.
Unless the Administrator resolves otherwise, no Option may be sold,
pledged, assigned, encumbered with a mortgage, transferred or
transmitted in any fashion whatsoever other than through a will or by
virtue of the right of transfer or distribution of assets; the Option
may only be exercised by the Beneficiary so long as he is alive.
(d) Options Allocation Date. For all due purposes, the Allocation Date of
an Option shall be the date on which the Board allocates the Option. A
notification of allocation of such Option shall be issued to each
Employee benefiting from such Option within a reasonable period after
the Allocation Date.
6. Share Price and payment conditions; taxes.
(a) Share Price. The price per Share shall not be less than 100% of the
Market Value per Share on the Allocation Date, nor less than the
average price quoted on a stock exchange regulated by a member State
of the OECD during the course of the twenty trading sessions prior to
the Option Allocation Date, nor less than $5.75 on the Allocation
Date.
(b) Payment conditions. Subject to current law, the payment conditions for
Shares issued following the exercise of an Option shall be set by the
Administrator.
(c) Taxes. Shares subject to the Plan shall not be issued to the
Beneficiary or to a third party unless the Beneficiary or such third
party takes every measure, in
4
<PAGE>
concert with the Administrator, to discharge all foreign, domestic and
local tax obligations as well as any social charges. After the
exercise of an Option, the Corporation may withhold or receive from
the Beneficiary an amount sufficient to discharge its tax obligations.
The Corporation has made its best efforts to ensure that this Option
Agreement and the Plan are consistent with current French tax law. The
Corporation refuses any liability if it is found not to apply for any
reason whatsoever, specifically a change in the law.
(d) Registered form and information. Shares acquired within the Option
framework shall be kept in registered form by the Corporate Transfer
Agent (currently Paribas) until their sale by the Beneficiary. The
latter shall inform the Corporation of the detailed conditions for the
sale of the Shares in order to allow it to complete the corresponding
tax returns.
7. Exercise of the Option.
(a) Procedures; Shareholder rights.
(i) All Options allocated within the framework of this Agreement
shall be deemed as having been acquired and may be exercised in
the following fashion: Fifty percent (50%) of the Options shall
be exercisable two years after the Allocation Date (as
specified in the Allocation Notice addressed to the
Beneficiary) and one-forty-eighth (1/48) of the additional
Options shall then be exercisable every month for 24 months,
provided that the Beneficiary remain a Member of the
Corporation's personnel on those dates. Personnel subject to
French Law may not sell any Option prior to the end of a
three-year period beginning two years after the Allocation Date
(or 5 years in all) except pursuant to article 91-ter Ann 2 of
the CGI and unless stipulated to the contrary by the Board
following a change in the laws.
(ii) An Option shall be deemed as exercised when a written
notification to this effect has been provided to the
Corporation in accordance with the conditions of the Option by
such individual as may exercise it and the Corporation has
received complete payment for the Shares covered by the Option.
Until issuance of the Shares (as attested to by the
corresponding registration in the Corporation's books or as
confirmed by its Transfer Agent), the Shares subject to the
Option shall confer no voting right, right to receive dividends
or any other right corresponding to the shareholders,
notwithstanding the exercise of the Option. The Corporation
shall issue (or cause to issue) its Shares immediately after
the exercise of the Option. No adjustment shall be made
concerning a dividend or any other right involving a
registration date prior to the issuance date of the Shares,
unless stipulated otherwise in the Option Agreement or in
Section 9(a) below.
5
<PAGE>
(b) Exercise of the Option following expiration of Status as Permanent
Employee of the Corporation. In the event of a Beneficiary's cessation
of employment (other than for reasons of disability), he may, for
three (3) months only following the date of cessation of his
employment (but in no case beyond the expiration date of the Option's
validity as set forth in the Option Agreement), exercise his Option to
the extent that he was entitled to exercise it on the date of
cessation of his employment or any other period set by the
Administrator. In the event that the Beneficiary dies within three (3)
months following the cessation of his employment, his heirs or such
party as acquires the right to exercise the Option by legacy or
inheritance may exercise the Option, to the extent that the
Beneficiary could have exercised it on the date of cessation of his
employment, within six (6) months after the date of the latter's
death, but in no case after the validity expiration date specified in
the Option Agreement.
(c) Death of the Beneficiary. In the event of a Beneficiary's death, the
Option may be exercised at any time within twelve (12) months after
the date of death (but in no case after the validity expiration date
specified in the Option Agreement), by his heirs or any third parties
having received by legacy or inheritance the right to exercise the
Option, only to the extent that the Beneficiary could have exercised
the Option on the date of his death. If, at the time of death, the
Beneficiary could not have completely exercised his Option, the Shares
forming part of the portion of the Option still not capable of being
exercised shall immediately revert to the Plan. If, after the death,
the heirs of the Beneficiary or any third party having acquired by
legacy or inheritance the right to exercise the Option fall to
exercise it within the specified periods, the Option shall be
canceled.
8. Conditions deriving from issuance of the Shares.
(a) Shares shall not be issued following the exercise of an Option unless
the exercise of such Option and the issuance and delivery of the
Shares subject thereto are consistent with current law; moreover, in
order to verify such consistency, they may be subject to approval by
the Corporation's attorney.
(b) The Corporation may make exercise of the Option contingent upon the
obligation, by such party as exercises the Option, to declare and
attest that it did not subscribe the Shares except for purposes of
placement and without intending to sell or distribute them if the
Corporation's attorney believes that current law requires such a
statement.
9. Adjustments made in the event of a change in capital, merger or sale of
assets.
(a) In the event that the Corporation undertakes any of the financial
transactions mentioned in article 195, paragraphs 5 and 6 and article
196, paragraphs 1 and 3 of the Commercial Enterprises Law, the Board
shall review, under the conditions provided for by Law, the current
number and Exercise Price of the Options, in order to take into
account the effects of the financial transaction in question. At the
time of such transaction, the Board may temporarily suspend the rights
to
6
<PAGE>
exercise the Option for the period during which the capital stock must
remain unchanged. In the event of a merger of the Corporation with or
within another Company, or the sale of the majority of its assets,
each outstanding Option shall be transferred, or an Option or an
equivalent right shall be granted by the corporation succeeding it, or
a Parent corporation or Subsidiary of such successor.
(b) In the event that the successor refuses to transfer the Option or to
substitute an equivalent for it, the Beneficiary may completely
exercise the Option on all Shares forming part thereof, including
those on which it would not normally have been able to exercise any
right or which it would not have been able to subscribe. In such a
case, where the Option may be completely exercised in the absence of
transfer or replacement, the Administrator shall inform the
Beneficiary in writing that he has a period of fifteen (15) days after
such notification to exercise the Option. After such period, the
Option shall be canceled. For purposes of this paragraph, an Option
shall be deemed as transferred if, following a merger or sale of
assets, the Option or the right permits, for each Share resulting from
the exercise of the Option under the conditions immediately preceding
the merger or sale of the assets, the subscription or receipt of
consideration (in shares, cash or other securities or assets) received
during the merger or sale of the Shares by the holders of the Shares
for each Share held on the date the transaction was realized (and if
the holders had a choice, the type of consideration chosen by the
holder of the majority of the outstanding Shares); provided, however,
that the consideration received upon the merger or the sale of assets
not consist solely of the common stock of the succeeding Corporation
or parent corporation, the Administrator may, subject to agreement by
the successor, determine that the consideration to be received in
exchange for the exercise of the Option for each Share resulting from
exercising the Option shall solely consist of the common stock of the
successor or of the parent corporation, equivalent in market value to
the consideration received per share by the bearers of the Shares
after the merger or sale of assets.
10. Validity of the Plan. The Options may be allocated within the Plan
framework for a period of five (5) years after the date on which the Plan
is approved by the Corporation's Extraordinary General Shareholders Meeting
(June 17, 1997).
11. Amendment, suspension or cancellation of the Plan. The Board may at any
time amend, suspend or cancel the Plan. To the extent necessary in order to
conform to applicable law, the Corporation shall ensure that the
shareholders approve any amendment of the Plan in the fashion and to the
extent required.
No Option may be allocated during a suspension of the Plan or after its
cancellation.
An amendment, suspension or cancellation of the Plan shall not affect the
Options already allocated, which shall remain in force for all legal
purposes as if the Plan had not been amended, suspended or canceled, unless
the Beneficiary and the Administrator jointly resolve otherwise. Such
agreement shall be drafted in writing and signed by the Beneficiary and the
Corporation.
7
<PAGE>
12. Reservation of the Shares.
(a) The entire time that this Plan is in force, the Corporation shall
reserve and keep available a sufficient number of Shares as to address
the Plan conditions.
(b) Failure by the Corporation to obtain from a government with
jurisdiction such authority as the Corporation's attorney deems
necessary for the issuance and legal sale of the Plan Shares in
question shall release the Corporation of any liability deriving from
failure to issue or sell the Shares for which such authority was
unable to be obtained.
13. Absence of impact on employment conditions.
The Plan shall grant no Beneficiary any right with respect to maintaining
employment with the Corporation. The Plan shall not in any way interfere
with the right of the Beneficiary or the Corporation to end their
professional relations at anytime.
14. Information intended for the Beneficiaries.
The Corporation shall provide each Beneficiary, during the period when such
Beneficiary is holding one or more valid Options, copies of the financial
statements presented at the Ordinary General Shareholders Meeting convoked
in order to approve the Corporation's financial statements.
15. Transferability of Options.
Notwithstanding any provision in this Plan or the Option Agreement to the
contrary, Options may not be transferred, pledged, assigned or otherwise
disposed of except by will or the laws of descent and distribution;
provided, however, that Options may be, with the approval of the Committee,
transferred to a member or members of an Optionee's immediate family (as
defined below) or to one or more trusts or partnerships established in
whole or in part for the benefit of one or more of such immediate family
members (collectively, "Permitted Transferees"), subject to such rules and
procedures as may from time to time be adopted or imposed by the Committee.
If an Option is transferred to a Permitted Transferee, it shall be further
transferable only by will or the laws of descent and distribution or, for
no consideration, to another Permitted Transferee of the Optionee. An
Optionee shall notify the Corporation (or its designee) in writing prior to
any proposed transfer of an Option to a Permitted Transferee and shall
furnish the Corporation, upon request, with information concerning such
Permitted Transferee's financial condition and investment experience. For
purposes of the Plan, an Optionee's "immediate family" means spouse, lineal
descendant, father, mother, brother or sister of the transferor; provided,
however, that if the Corporation adopts a different definition of
"immediate family" (or similar term) in connection with the transferability
of employee stock options awarded to Optionees, such definition shall
apply, without further action by the Board, to the Plan.
8
<PAGE>
ACTIVCARD S.A. 1997 STOCK OPTION PLAN
U.S. APPENDIX
1. This Appendix governs the grant of Options to United States Participants
This Appendix constitutes the part of the Plan that will govern the
subscription of Shares by, and the grant of Options to, United States
Participants (the "U.S. Options") and incorporates all the terms of the
Plan (as set forth above) including as modified in accordance with the
provisions of this Appendix.
2. The limit on the number of Shares which can be issued
The maximum aggregate number of Shares (which, for this purpose, means
fully paid ordinary Shares in the capital of the Corporation) which may be
issued under U.S. Options, intending to qualify as "incentive stock
options" ("ISOs") within the meaning of Section 422 of the U.S. Internal
Revenue Code of 1986, as amended (the "U.S. Tax Code"), under the Plan is
1,200,000, subject to such adjustments made in a manner consistent with
Section 422 of the U.S. Tax Code in the event of any issue or
reorganization, as determined by the Board in its sole discretion. To the
extent permitted under Section 422 of the U.S. Tax Code, any Shares subject
to an ISO Award (as defined in Section 7 below) which lapses, expires or is
otherwise terminated without the issuance of such Shares may, in its sole
discretion of the Board, again be available for purposes of this limit.
3. How U.S. Options will be granted
All U.S. Options shall be evidenced by an instrument(s) in such form or
forms as may from time to time be approved by the Board or the Committee
that, among other things, shall set out the manner in which a Participant
may exercise his U.S. Option and the form of payment for the Shares.
4. Administration of this Appendix
The Board or the Committee shall (i) administer this Appendix, (ii)
establish from time to time such rules and regulations as it may deem
appropriate for the proper administration of this Appendix and (iii) make
such determinations under (including, without limitation, factual
determinations), and such interpretations of, and take such actions in
connection with this Appendix or the U.S. Options as it may deem necessary
or advisable, including, without limitation, determinations,
interpretations and actions to ensure that the U.S. Options intended to
qualify as ISOs shall so qualify.
<PAGE>
5. Section 16 Compliance
If any officer, director or shareholder of the Corporation is awarded U.S.
Options and therefore becomes subject to Section 16 of the U.S. Securities
Exchange Act 1934, as amended (the "Exchange Act"), the Corporation shall
take all appropriate action to ensure that such awards under this Appendix
are exempt from Section l6b under the Exchange Act.
6. Form of U.S. Options
U.S. Options may be either ISOs under Section 422 of the U.S. Tax Code or
"nonqualified stock options". The Board or the Committee shall have the
sole authority and discretion as to whether and to whom to grant either
type of U.S. Option; provided, however, that the terms of each U.S. Option
shall specify clearly the type of U.S. Option granted and no U.S. Option
shall permit a "tandem" exercise arrangement within the meaning of Temp.
Treas. Reg. section 14a.422A-1(Q/A-21), (Q/A-39).
7. Compliance with the ISO Rules
The following provisions shall apply to any U.S. Option that is intended to
qualify as an ISO (each, an "ISO Award"):
(a) The aggregate market value (determined as of the date the ISO Award is
granted in accordance with the requirements of Section 422 of the U.S.
Tax Code) of the Shares underlying one or more ISO Award that is first
exercisable in any calendar year (under all stock option plans of the
Corporation and its Subsidiaries (within the meaning of Section 424 of
the U.S. Tax Code) shall not exceed U.S. $100,000 (or the equivalent)
and, in the event that such limit is exceeded, such U.S. Options shall
be treated, to the extent of such excess, as nonqualified stock
options.
(b) The exercise price of the Shares covered by each ISO Award shall not
be less than 100% of the market value (determined as of the date the
ISO Award is granted in accordance with the requirements of Section
422 of the U.S. Tax Code) of such Shares determined as of the date the
ISO Award is granted in accordance with the requirements of Section
422 of the U.S. Tax Code (110% in the case of an ISO Award granted to
a Ten Percent Shareholder).
(c) An ISO Award may not be exercisable more than 10 years after the date
such ISO Award is granted (5 years in the case of an ISO granted to a
Ten Percent Shareholder).
(d) The terms of such ISO Award shall provide that it is not transferable
except by will or pursuant to the laws of descent and distribution,
and shall not permit any U.S. Option designated to be an ISO to be
exercised more than three months following the Participant's
termination of employment with the Corporation or its Subsidiaries
within the meaning of Section 424 of the U.S. Tax Code (more than 12
months following the Participant's death or disability, as disability
is defined in
2
<PAGE>
Section 22(e)(3) of the U.S. Tax Code). The terms of such ISO Award
shall further provide that, during the Participant's lifetime, such
ISO Award shall only be exercisable by the Participant.
(e) This Appendix may be further modified to ensure that any U.S. Option
that is intended to be an ISO under this Appendix will comply with the
requirements of Section 422 of the U.S. Tax Code.
8. Term of U.S. Option: addition of consistent provisions
Subject to the provisions of Section 7 above, in the case of an ISO, the
Corporation shall determine at the date the ISO Award is granted the term
during which a U.S. Option may be exercised and whether any of the U.S.
Option shall be exercisable in one or more installments. A U.S. Option may
also be subject to any other provision imposed by the Corporation that is
consistent with the purpose and intent of this Appendix.
9. Exercise Method of U.S. Options
A Participant may, in accordance with the terms of an applicable Award
Agreement and subject to the sole discretion of the Board or the Committee,
exercise his U.S. Option, (i) by a cash payment to the Corporation of the
exercise price(s) of all Shares purchased pursuant to the exercise of the
U.S. Option, (ii) in Shares already owned by the Participant or (iii) by
any combination of cash or Shares.
10. U.S. Withholding Taxes: disqualifying dispositions
It shall be a condition to the obligation of the Corporation to deliver
Shares pursuant to any U.S. Option under the Plan that the Participant pays
to the Corporation (or the Subsidiary that employs the Participant) such
amount as may be required by the Corporation or such Subsidiary for the
purpose of satisfying any liability for any U.S. federal, state or local
taxes of any kind required to be withheld with respect thereto. Any U.S.
Option granted under the Plan may require the Corporation (or the
Subsidiary that employs the Participant), or, the Board in its sole
discretion may permit the Participant to elect, in accordance with any
applicable rules established by the Corporation, to withhold or to pay all
or a part of the amount of the withholding taxes in Shares. Such election
may be denied by the Corporation in its sole discretion, or may be made
subject to certain conditions specified by the Board or the Committee.
The applicable ISO Award shall provide that if a Participant makes a
disposition, within the meaning of Section 424(c) of the U.S. Tax Code and
the regulations promulgated thereunder, of any Shares issued to such
Participant pursuant to the exercise of an ISO Award within the two-year
period commencing on the date of grant or within the one-year period
commencing on the date of transfer of such Share to the Participant
pursuant to such exercise, the Participant shall, within 10 days of such
disposition, notify the Corporation of it (or the Subsidiary that employs
the Participant), by delivery of written notice to the Corporation or such
Subsidiary at its principal executive office.
3
<PAGE>
11. Securities Laws Compliance
No Shares may be issued or transferred in connection with the exercise of a
U.S. Option, unless the Corporation shall have determined that such issue
or transfer is in compliance with or pursuant to an exemption from all
applicable U.S. federal and state securities laws.
12. Certain definitions
For the purposes of the U.S. Options, the following terms shall have the
following meanings (notwithstanding any contrary provision in the Plan):
"Participants" means the Employees who are selected by the Board or the
Committee to receive U.S. Options.
"Subsidiary" means any company (other than the Corporation) in an unbroken
chain of companies beginning with the Corporation, where each of the
companies other than the last company in the unbroken chain owns stock
possessing 50% or more of the total combined voting powers of all classes
of stock in one or the other companies in such chain.
"Ten Percent Shareholder" means a Participant who, at the date an ISO Award
is granted, owns (within the meaning of Section 422(b)(6) of the U.S. Tax
Code) stock possessing more than 10% of the total combined voting power of
all classes of stock of the Corporation or its Subsidiaries (as such term
is defined in Section 424 of the U.S. Tax Code).
