SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported) May 6, 1997
NESTOR, INC.
(Exact name of registrant as specified in charter)
Delaware 0-12-965 13-3163744
(State of other jurisdiction (Commission IRS employer
of incorporation) file number) identification no.
One Richmond Square, Providence, Rhode Island 02906
(Address of principal executive offices)
Registrant's telephone number, including area code: 401-331-9640
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
1) The shareholders of the Registrant approved the Incentive
Stock Option Plan on May 6, 1997 pursuant to which options to
purchase an aggregate of 1,000,000 shares of the Registrant's
Common Stock was authorized and approved. A copy of such
Incentive Stock Option Plan is annexed hereto as an exhibit.
EXHIBITS
The following exhibit is filed herewith:
Exhibit No. Description
10.34 Nestor, Inc. 1997 Incentive Stock Option Plan
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
Dated: May 7, 1997 NESTOR, INC.
(Registrant)
By:/s/ Nigel P. Hebborn
Chief Financial Officer
NESTOR, INC.
1997 INCENTIVE STOCK OPTION PLAN
1. Purpose
The purpose of this plan (the "Plan") is to secure for
Nestor, Inc. (the "Company") and its stockholders the benefits
arising from capital stock ownership by employees, officers and
directors (who are also either employees or officers) of the
Company and its subsidiary corporations who are expected to
contribute to the Company's future growth and success. Those
provisions of the Plan which make express reference to Section
422 of the Internal Revenue Code of 1986, as amended or replaced
from time to time (the "Code"), shall apply only to Incentive
Stock Options (as that term is defined in the Plan). The Plan is
also designed to attract and retain other persons who will
provide services to the Company.
2. Type of Options and Administration
(a) Types of Options. Options granted pursuant to the
Plan shall be authorized by action of the Board of Directors (the
"Board") of the Company (or a committee designated by the Board)
and may be either incentive stock options ("Incentive Stock
Options") meeting the requirements of Section 422 of the Code or
non-statutory options which are not intended to meet the
requirements of Section 422 of the Code ("Non-Qualified
Options").
(b) Administration. The Plan will be administered by
the Board or by a committee consisting of two or more directors
each of whom shall be a "non-employee director" within the
meaning of Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or any successor
rule ("Rule 16b-3") and an "outside director" within the meaning
of Treasury Regulation Section 1.162-27(e)(3) promulgated under
Section 162(m) of the Code (the "Committee") appointed by the
Board, in each case whose construction and interpretation of the
terms and provisions of the Plan shall be final and conclusive.
If the Board determines to create a Committee to administer the
Plan, the delegation of powers to the Committee shall be
consistent with applicable laws or regulations (including,
without limitation, applicable state law and Rule 16b-3). The
Board or Committee may in its sole discretion grant options to
purchase shares of the Company's Common Stock, $0.01 par value
per share ("Common Stock"), and issue shares upon exercise of
such options as provided in the Plan. The Board or Committee
shall have authority, subject to the express provisions of the
Plan, to construe the respective option agreements and the Plan;
to prescribe, amend and rescind rules and regulations relating to
the Plan; to determine the terms and provisions of the respective
option agreements, which need not be identical; and to make all
other determinations in the judgment of the Board or Committee
necessary or desirable for the administration of the Plan. The
Board or Committee may correct any defect or supply any omission
or reconcile any inconsistency in the Plan or in any option
agreement in the manner and to the extent it shall deem expedient
to carry the Plan into effect and it shall be the sole and final
judge of such expediency. No director or person acting pursuant
to authority delegated by the Board shall be liable for any
action or determination under the Plan made in good faith.
3. Eligibility
Options may be granted to persons who are, at the time
of grant, employees, officers or directors (who are also either
employees or officers) of the Company or any subsidiaries of the
Company as defined in Sections 424(e) and 424(f) of the Code,
provided, that Incentive Stock Options may only be granted to
individuals who are employees of the Company (within the meaning
of Section 3401(c) of the Code). Options may also be granted to
other persons, provided that such options shall be Non-Qualified
Options. A person who has been granted an option may, if he or
she is otherwise eligible, be granted additional options if the
Board or Committee shall so determine.
4. Stock Subject to Plan
The stock subject to options granted under the Plan
shall be shares of authorized but unissued or reacquired Common
Stock. Subject to adjustment as provided in Section 15 below,
the maximum number of shares of Common Stock of the Company which
may be issued and sold under the Plan is 1,000,000. If an option
granted under the Plan shall expire, terminate or is cancelled
for any reason without having been exercised in full, the
unpurchased shares subject to such option shall again be
available for subsequent option grants under the Plan.
5. Forms of Option Agreements
As a condition to the grant of an option under the
Plan, each recipient of an option shall execute an option
agreement in such form not inconsistent with the Plan. Such
option agreements may differ among recipients.
6. Purchase Price
(a) General. The purchase price per share of stock
issuable upon the exercise of an option shall be determined by
the Board or the Committee at the time of grant of such option,
provided, however, that in the case of an Incentive Stock Option
or Non-Qualified Option, the exercise price shall not be less
than 100% of the Fair Market Value (as hereinafter defined) of
such stock at the time of grant of such option, or less than 110%
of such Fair Market Value in the case of options described in
Section 11(b). "Fair Market Value" of a share of Common Stock of
the Company as of a specified date for purposes of the Plan shall
mean the closing price of a share of the Common Stock on a
principal securities exchange on which such shares are traded on
the day immediately preceding the date as of which Fair Market
Value is being determined, or on the next preceding date on which
such shares are traded if no shares were traded on such
immediately preceding day, or if the shares are not traded on a
securities exchange, Fair Market Value shall be deemed to be the
average of the high bid and low asked prices of the shares in the
over-the-counter market on the day immediately preceding the date
as of which Fair Market Value is being determined or on the next
preceding date on which such high bid and low asked prices were
recorded. If the shares are not publicly traded, Fair Market
Value of a share of Common Stock (including, in the case of any
repurchase of shares, any distributions with respect thereto
which would be repurchased with the shares) shall be determined
in good faith by the Board. In no case shall Fair Market Value
be determined with regard to restrictions other than restrictions
which, by their terms, will never lapse.
(b) Payment of Purchase Price. Options granted under
the Plan may provide for the payment of the exercise price by
delivery of cash or a check to the order of the Company in an
amount equal to the exercise price of such options, or by any
other means which the Board determines are consistent with the
purpose of the Plan and with applicable laws and regulations
(including, without limitation, the provisions of Rule 16b-3 and
Regulation T promulgated by the Federal Reserve Board).
7. Exercise Option Period
Subject to earlier termination as provided in the Plan,
each option and all rights thereunder shall expire on such date
as determined by the Board or the Committee and set forth in the
applicable option agreement, provided, that such date shall not
be later than ten (10) years after the date on which the option
is granted.
8. Exercise of Options
Each option granted under the Plan shall be exercisable
either in full or in installments at such time or times and
during such period as shall be set forth in the option agreement
evidencing such option, subject to the provisions of the Plan.
Subject to the requirements in the immediately preceding
sentence, if an option is not at the time of grant immediately
exercisable, the Board may (i) in the agreement evidencing such
option, provide for the acceleration of the exercise date or
dates of the subject option upon the occurrence of specified
events, and/or (ii) at any time prior to the complete termination
of an option, accelerate the exercise date or dates of such
option.
9. Nontransferability of Options
No option granted under this Plan shall be assignable
or otherwise transferable by the optionee, except by will or by
the laws of descent and distribution. An option may be exercised
during the lifetime of the optionee only by the optionee.
10. Effect of Termination of Employment or Other Relationship
Except as provided in Section 11(d) with respect to
Incentive Stock Options and except as otherwise determined by the
Board or Committee at the date of grant of an option, and subject
to the provisions of the Plan, an optionee may exercise an option
at any time within three (3) months following the termination of
the optionee's employment or other relationship with the Company
or within one (1) year if such termination was due to the death
or disability of the optionee (to the extent such option is then
exercisable) but in no event later than the expiration date of
the option. If the termination of the optionee's employment is
for cause or is otherwise attributable to a breach by the
optionee of an employment or confidentiality or non-disclosure
agreement, the option shall expire immediately upon such
termination. The Board shall have the power to determine what
constitutes a termination for cause or a breach of an employment
or confidentiality or non-disclosure agreement, whether an
optionee has been terminated for cause or has breached such an
agreement, and the date upon which such termination for cause or
breach occurs. Any such determinations shall be final and
conclusive and binding upon the optionee.
11. Incentive Stock Options
Options granted under the Plan which are intended to be
Incentive Stock Options shall be subject to the following
additional terms and conditions:
(a) Express Designation. All Incentive Stock Options
granted under the Plan shall, at the time of grant, be
specifically designated as such in the option agreement covering
such Incentive Stock Options.
(b) 10% Shareholder. If any employee to whom an
Incentive Stock Option is to be granted under the Plan is, at the
time of the grant of such option, the owner of stock possessing
more than 10% of the total combined voting power of all classes
of stock of the Company (after taking into account the
attribution of stock ownership rules of Section 424(d) of the
Code), then the following special provisions shall be applicable
to the Incentive Stock Option granted to such individual:
(i) the purchase price per share of the Common
Stock subject to such Incentive Stock Option shall not be
less than 110% of the Fair Market Value of one share of
Common Stock at the time of grant; and
(ii) the option exercise period shall not exceed
five (5) years from the date of grant.
(c) Dollar Limitation. For so long as the Code shall
so provide, options granted to any employee under the Plan (and
any other incentive stock option plans of the Company) which are
intended to constitute Incentive Stock Options shall not
constitute Incentive Stock Options to the extent that such
options, in the aggregate, become exercisable for the first time
in any one calendar year for shares of Common Stock with an
aggregate Fair Market Value, as of the respective date or dates
of grant, of more than $100,000.
(d) Termination of Employment, Death or Disability.
No Incentive Stock Option may be exercised unless, at the time of
such exercise, the optionee is, and has been continuously since
the date of grant of his or her option, employed by the Company,
except that:
(i) an Incentive Stock Option may be exercised
within the period of three (3) months after the date the
optionee ceases to be an employee of the Company (or within
such lesser period as may be specified in the applicable
option agreement), to the extent it is then exercisable,
provided, that the agreement with respect to such option may
designate a longer exercise period and that the exercise
after such three (3) month period shall be treated as the
exercise of a non-statutory option under the Plan,
(ii) if the optionee dies while in the employ of
the Company, or within three (3) months after the optionee
ceases to be such an employee, the Incentive Stock Option
may be exercised by the person to whom it is transferred by
will or the laws of descent and distribution within the
period of one (1) year after the date of death (or within
such lesser period as may be specified in the applicable
option agreement), to the extent it is then exercisable, and
(iii) if the optionee becomes disabled (within the
meaning of Section 22(e)(3) of the Code or any successor
provisions thereto) while in the employ of the Company, the
Incentive Stock Option may be exercised within the period of
one (1) year after the date the optionee ceases to be such
an employee because of such disability (or within such
lesser period as may be specified in the applicable option
agreement), to the extent it is then exercisable.
For all purposes of the Plan and any option granted hereunder,
"employment" shall be defined in accordance with the provisions
of Section 1.421-7(h) of the Income Tax Regulations (or any
successor regulations). Notwithstanding the foregoing
provisions, no Incentive Stock Option may be exercised after its
expiration date.
12. Additional Provisions
(a) Additional Option Provisions. The Board or the
Committee may, in its sole discretion, include additional
provisions in option agreements covering options granted under
the Plan, including without limitation, restrictions on transfer,
vesting of options, repurchase rights, rights of first refusal,
commitments to pay cash bonuses or to make, arrange for or
guaranty loans or to transfer other property to optionees upon
exercise of options, or such other provisions as shall be
determined by the Board or the Committee, provided that such
additional provisions shall not be inconsistent with any other
term or condition of the Plan and such additional provisions
shall not cause any Incentive Stock Option granted under the Plan
to fail to qualify as an Incentive Stock Option within the
meaning of Section 422 of the Code.
(b) Acceleration, Extension, Etc. The Board or the
Committee may, in its sole discretion (i) accelerate the date or
dates on which all or any particular option or options granted
under the Plan may be exercised, or (ii) extend the dates during
which all, or any particular, option or options granted under the
Plan may be exercised, provided, however that no such extension
shall be permitted if it would cause the Plan to fail to comply
with Section 422 of the Code or with Rule 16b-3 (if applicable to
such option).
13. General Restrictions
(a) Investment Representations. The Company may
require any person to whom an option is granted, as a condition
of exercising such option or award, to give written assurances in
substance and form satisfactory to the Company to the effect that
such person is acquiring the Common Stock subject to the option
or award for his or her own account for investment and not with
any present intention of selling or otherwise distributing the
same, and to such other effects as the Company deems necessary or
appropriate in order to comply with federal and applicable state
securities laws, or with covenants or representations made by the
Company in connection with any public offering of its Common
Stock, including any "lock-up" or other restriction on
transferability.
(b) Compliance With Securities Law. Each option shall
be subject to the requirement that if, at any time, counsel to
the Company shall determine that the listing, registration or
qualification of the shares subject to such option or award upon
any securities exchange or automated quotation system or under
any state or federal law, or the consent or approval of any
governmental or regulatory body, or that the disclosure of non-
public information or the satisfaction of any other condition, is
necessary as a condition of, or in connection with the issuance
or purchase of shares thereunder, such option or award may not be
exercised, in whole or in part, unless such listing,
registration, qualification, consent or approval or satisfaction
of such condition shall have been effected or obtained on
conditions acceptable to the Board or the Committee. Nothing
herein shall be deemed to require the Company to apply for or to
obtain such listing, registration or qualification, or to satisfy
such condition.
14. Rights as a Stockholder
The holder of an option shall have no rights as a
stockholder with respect to any shares covered by the option
(including, without limitation, any right to vote or to receive
dividends or non-cash distributions with respect to such shares)
until the effective date of exercise of such option and then only
to the extent of the shares of Common Stock so purchased. No
adjustment shall be made for dividends or other rights for which
the record date is prior to the date of exercise.
15. Adjustment Provisions for Recapitalizations,
Reorganizations and Related Transactions
(a) Recapitalizations and Related Transactions. If,
through or as a result of any recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other similar
transaction (i) the outstanding shares of Common Stock are
increased, decreased or exchanged for a different number or kind
of shares or other securities of the Company, or (ii) additional
shares or new or different shares or other non-cash assets are
distributed with respect to such shares of Common Stock or other
securities, an appropriate and proportionate adjustment shall be
made in (x) the maximum number and kind of shares reserved for
issuance under or otherwise referred to in the Plan, (y) the
number and kind of shares or other securities subject to any then-
outstanding options under the Plan, and (z) the price for each
share subject to any then-outstanding options under the Plan,
without changing the aggregate purchase price as to which such
options remain exercisable. Notwithstanding the foregoing, no
adjustment shall be made pursuant to this Section 15 if such
adjustment (A) would cause the Plan to fail to comply with
Section 422 of the Code or with Rule 16b-3 (if applicable to such
option), or (B) would be considered as the adoption of a new plan
requiring stockholder approval.
(b) Reorganization, Merger and Related Transactions.
All outstanding options under the Plan shall become fully
exercisable for a period of sixty (60) days following the
occurrence of any Trigger Event (as defined below), whether or
not such options are then exercisable under the provisions of the
applicable agreements relating thereto. For purposes of the
Plan, a "Trigger Event" is any one of the following events:
(i) the date on which shares of Common Stock are
first purchased pursuant to a tender offer or exchange offer
(other than such an offer by the Company, any subsidiary of
the Company, any employee benefit plan of the Company or of
any subsidiary of the Company or any entity holding shares
or other securities of the Company for or pursuant to the
terms of such plan), whether or not such offer is approved
or opposed by the Company and regardless of the number of
shares purchased pursuant to such offer;
(ii) the date the Company acquires knowledge that
any person or group deemed a person under Section 13(d)-3 of
the Exchange Act (other than the Company, any subsidiary of
the Company, any employee benefit plan of the Company or of
any subsidiary of the Company or any entity holding shares
of Common Stock or other securities of the Company for or
pursuant to the terms of any such plan or any individual or
entity or group or affiliate thereof which acquired its
beneficial ownership interest prior to the date the Plan was
adopted by the Board), in a transaction or series of
transactions, has become the beneficial owner, directly or
indirectly (with beneficial ownership determined as provided
in Rule 13d-3, or any successor rule, under the Exchange
Act), of securities of the Company entitling the person or
group to 30% or more of all votes (without consideration of
the rights of any class or stock to elect directors by a
separate class vote) to which all stockholders of the
Company would be entitled in the election of the Board were
an election held on such date;
(iii) the date, during any period of two (2)
consecutive years, when individuals who at the beginning of
such period constitute the Board cease for any reason to
constitute at least a majority thereof, unless the election,
or the nomination for election by the stockholders of the
Company, of each new director was approved by a vote of at
least a majority of the directors then still in office who
were directors at the beginning of such period; and
(iv) the date of approval by the stockholders of
the Company of an agreement (a "reorganization agreement")
providing for:
(A) The merger or consolidation of the
Company with another corporation (x) where the
stockholders of the Company, immediately prior to the
merger or consolidation, do not beneficially own,
immediately after the merger or consolidation, shares
of the corporation issuing cash or securities in the
merger or consolidation entitling such stockholders to
80% or more of all votes (without consideration of the
rights of any class of stock to elect directors by a
separate class vote) to which all stockholders of such
corporation would be entitled in the election of
directors, or (y) where the members of the Board,
immediately prior to the merger or consolidation, do
not, immediately after the merger or consolidation,
constitute a majority of the Board of Directors of the
corporation issuing cash or securities in the merger or
consolidation, or
(B) The sale or other disposition of all or
substantially all the assets of the Company.
(c) Board Authority to Make Adjustments. Any
adjustments under this Section 15 will be made by the Board or
the Committee, whose determination as to what adjustments, if
any, will be made and the extent thereof will be final, binding
and conclusive. No fractional shares will be issued under the
Plan on account of any such adjustments.
16. Merger, Consolidation, Asset Sale, Liquidation, etc.
(a) General. In the event of any sale, merger,
transfer or acquisition of the Company or substantially all of
the assets of the Company in which the Company is not the
surviving corporation, provided that after the merger, transfer
or acquisition the Company shall have requested the acquiring or
succeeding corporation (or an affiliate thereof) that equivalent
options shall be substituted and such successor corporation shall
have refused or failed to assume all options outstanding under
the Plan or issue substantially equivalent options, then any or
all outstanding options under the Plan shall accelerate and
become exercisable in full immediately prior to such event. The
Board or Committee will notify holders of options under the Plan
that any such options shall be fully exercisable for a period of
fifteen (15) days from the date of such notice, and the options
will terminate upon expiration of such notice.
(b) Substitute Options. The Company may grant options
under the Plan in substitution for options held by employees of
another corporation who become employees of the Company, or a
subsidiary of the Company, as the result of a merger or
consolidation of the employing corporation with the Company or a
subsidiary of the Company, or as a result of the acquisition by
the Company, or one of its subsidiaries, of property or stock of
the employing corporation. The Company may direct that
substitute options be granted on such terms and conditions as the
Board considers appropriate in the circumstances.
17. No Special Employment Rights
Nothing contained in the Plan or in any option shall
confer upon any optionee any right with respect to the
continuation of his or her employment by the Company or interfere
in any way with the right of the Company at any time to terminate
such employment or to increase or decrease the compensation of
the optionee.
18. Other Employee Benefits
Except as to plans which by their terms include such
amounts as compensation, the amount of any compensation deemed to
be received by an employee as a result of the exercise of an
option or the sale of shares received upon such exercise will not
constitute compensation with respect to which any other employee
benefits of such employee are determined, including, without
limitation, benefits under any bonus, pension, profit-sharing,
life insurance or salary continuation plan, except as otherwise
specifically determined by the Board.
19. Amendment, Modification or Termination of the Plan
(a) The Board may at any time modify, amend or
terminate the Plan provided, however, that if at any time the
approval of the stockholders of the Company is required under
Section 422 of the Code or any successor provision with
respect to Incentive Stock Options, or under Rule 16b-3, the
Board may not effect such modification or amendment without such
approval.
(b) The modification, amendment or termination of the
Plan shall not, without the consent of an optionee, affect his or
her rights under an option previously granted to him or her.
With the consent of the optionee affected, the Board or the
Committee may amend or modify outstanding option agreements in a
manner not inconsistent with the Plan. The Board shall have the
right to amend or modify (i) the terms and provisions of the Plan
and of any outstanding Incentive Stock Options granted under the
Plan to the extent necessary to qualify any or all such options
for such favorable federal income tax treatment (including
deferral of taxation upon exercise) as may be afforded incentive
stock options under Section 422 of the Code, and (ii) the terms
and provisions of the Plan and of any outstanding option to the
extent necessary to ensure the qualification of the Plan under
Rule 16b-3.
20. Withholding
(a) The Company shall have the right to deduct from
payments of any kind otherwise due to the optionee any federal,
state or local taxes of any kind required by law to be withheld
with respect to any shares issued upon exercise of options under
the Plan. Subject to the prior approval of the Company, which
may be withheld by the Company in its sole discretion, the
optionee may elect to satisfy such obligations, in whole or in
part by (i) causing the Company to withhold shares of Common
Stock otherwise issuable pursuant to the exercise of an option,
or (ii) delivering to the Company shares of Common Stock already
owned by the optionee. The shares so delivered or withheld shall
have a Fair Market Value equal to such withholding obligation as
of the date that the amount of tax to be withheld is to be
determined. An optionee who has made an election pursuant to
this Section 20(a) may only satisfy his or her withholding
obligation with shares of Common Stock which are not subject to
any repurchase, forfeiture, unfulfilled vesting or other similar
requirements.
(b) The acceptance of shares of Common Stock upon
exercise of an Incentive Stock Option shall constitute an
agreement by the optionee (i) to notify the Company if any or all
of such shares are disposed of by the optionee within two (2)
years from the date the option was granted or within one (1) year
from the date the shares were issued to the optionee pursuant to
the exercise of the option, and (ii) if required by law, to remit
to the Company, at the time of and in the case of any such
disposition, an amount sufficient to satisfy the Company's
federal, state and local withholding tax obligations with respect
to such disposition, whether or not, as to both (i) and (ii), the
optionee is in the employ of the Company at the time of such
disposition.
21. Cancellation and New Grant of Options, etc.
The Board or the Committee shall have the authority to
effect, at any time and from time to time, with the consent of
the affected optionees the (i) cancellation of any or all
outstanding options under the Plan and the grant in substitution
therefor of new options under the Plan covering the same or
different numbers of shares of Common Stock and having an option
exercise price per share which may be lower or higher than the
exercise price per share of the cancelled options, or (ii)
amendment of the terms of any and all outstanding options under
the Plan to provide an option exercise price per share which is
higher or lower than the then-current exercise price per share of
such outstanding options.
22. Effective Date and Duration of the Plan
(a) Effective Date. The Plan shall become effective
when adopted by the Board, but no Incentive Stock Option granted
under the Plan shall become exercisable unless and until the Plan
shall have been approved by the Company's stockholders. If such
stockholder approval is not obtained within twelve (12) months
after the date of the Board's adoption of the Plan, no options
previously granted under the Plan shall be deemed to be Incentive
Stock Options and no Incentive Stock Options shall be granted
thereafter. Amendments to the Plan not requiring stockholder
approval shall become effective when adopted by the Board and
amendments requiring stockholder approval (as provided in Section
19) shall become effective when adopted by the Board, but no
Incentive Stock Option granted after the date of such amendment
shall become exercisable (to the extent that such amendment to
the Plan was required to enable the Company to grant such
Incentive Stock Option to a particular optionee) unless and until
such amendment shall have been approved by the Company's
stockholders. If such stockholder approval is not obtained
within twelve (12) months of the Board's adoption of such
amendment, any Incentive Stock Options granted on or after the
date of such amendment shall terminate to the extent that such
amendment to the Plan was required to enable the Company to grant
such option to a particular optionee. Subject to this
limitation, options may be granted under the Plan at any time
after the effective date and before the date fixed for
termination of the Plan.
(b) Termination. Unless sooner terminated by the
Board, the Plan shall terminate upon the close of business on the
day next preceding the tenth anniversary of the date of its
adoption by the Board. After termination of the Plan, no further
options may be granted under the Plan; provided however, that
such termination will not affect any options granted prior to
termination of the Plan.
23. Provision for Foreign Participants
The Board may, without amending the Plan, modify awards
or options granted to participants who are foreign nationals or
employed outside the United States to recognize differences in
laws, rules, regulations or customs of such foreign jurisdictions
with respect to tax, securities, currency, employee benefit or
other matters.
24. Governing Law
The provisions of this Plan shall be governed and
construed in accordance with the laws of the State of Delaware
without regard to the principles of conflicts of laws.
