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EXHIBIT 99.1
COR THERAPEUTICS, INC.
1991 EQUITY INCENTIVE PLAN
(ADOPTED BY BOARD OF DIRECTORS MAY 14, 1991)
(AMENDED JANUARY 21, 1994)
(AMENDED JANUARY 6, 1995)
(AMENDED JANUARY 19, 1996)
(AMENDED JANUARY 24, 1997)
(AMENDED JANUARY 28, 2000)
(AMENDED JULY 28, 2000)
1. PURPOSE.
(a) The purpose of the 1991 Equity Incentive Plan (the "Plan") is
to provide a means by which employees, directors and consultants of COR
Therapeutics, Inc., a Delaware corporation (the "Company"), and its Affiliates,
as defined in subparagraph 1(b), may be given an opportunity to benefit from
increases in value of the stock of the Company through the granting of (i)
incentive stock options, (ii) nonqualified stock options, (iii) stock bonuses,
and (iv) rights to purchase restricted stock, all as defined below.
(b) "Affiliate" as used in the Plan means any parent corporation
or subsidiary corporation of the Company, as those terms are defined in Sections
424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended
(the "Code").
(c) "Covered Executive" as used in the Plan means each employee
of or consultant to the Company or an Affiliate subject to Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect
to the Company or an Affiliate.
(d) The Company, by means of the Plan, seeks to retain the
services of persons now employed by or serving as consultants to the Company, to
secure and retain the services of persons capable of filling such positions, and
to provide incentives for such persons to exert maximum efforts for the success
of the Company.
(e) The Company intends that the rights issued under the Plan
("Stock Awards") shall, in the discretion of the Board of Directors of the
Company (the "Board") or any committee to which responsibility for
administration of the Plan has been delegated pursuant to subparagraph 2(c), be
either (i) stock options granted pursuant to paragraph 5 hereof, including
incentive stock options as that term is used in Section 422 of the Code
("Incentive Stock Options"), or options which do not qualify as Incentive Stock
Options ("Nonqualified Stock Options") (together hereinafter referred to as
"Options"), or (ii) stock bonuses or rights to purchase restricted stock granted
pursuant to paragraph 6 hereof.
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2. ADMINISTRATION.
(a) The Plan shall be administered by the Board unless and until
the Board delegates administration to a committee, as provided in subparagraph
2(c).
(b) The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:
(1) To determine from time to time which of the persons
eligible under the Plan shall be granted Stock Awards; when and how Stock Awards
shall be granted; whether a Stock Award will be an Incentive Stock Option, a
Nonqualified Stock Option, a stock bonus, a right to purchase restricted stock,
or a combination of the foregoing; the provisions of each Stock Award granted
(which need not be identical), including the time or times when a person shall
be permitted to purchase or receive stock pursuant to a Stock Award; and the
number of shares with respect to which Stock Awards shall be granted to each
such person.
(2) To construe and interpret the Plan and Stock Awards
granted under it, and to establish, amend and revoke rules and regulations for
its administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Stock Award, in a manner
and to the extent it shall deem necessary or expedient to make the Plan fully
effective.
(3) To amend the Plan as provided in paragraph 13.
(4) Generally, to exercise such powers and to perform such
acts as the Board deems necessary or expedient to promote the best interests of
the Company.
(c) The Board may delegate administration of the Plan to a
committee composed of two (2) or more members of the Board (the "Committee"),
all of the members of which Committee may (but need not) be, in the discretion
of the Board, non-employee directors and/or outside directors. If administration
is delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board,
subject, however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board. Notwithstanding any
provision in this paragraph 2 to the contrary, the Board or the Committee may
delegate to a committee of one or more members of the Board the authority to
grant options to eligible persons who are not then Covered Executives.
(d) (1) The term "non-employee director", as used in this Plan,
shall mean a member of the Board who either (i) is not a current employee or
officer of the Company or its parent or subsidiary, does not receive
compensation (directly or indirectly) from the Company or its parent or
subsidiary for services rendered as a consultant or in any capacity other than
as a director (except for an amount as to which disclosure would not be required
under Item 404(a) of Regulation S-K ("Regulation S-K") promulgated pursuant to
the Securities Act of 1933 (the "Securities Act")), does not possess an interest
in any other transaction as to which disclosure would be required under Item
404(a) of Regulation S-K, and is not engaged in a business
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relationship as to which disclosure would be required under Item 404(b) of
Regulation S-K; or (ii) is otherwise considered a "non-employee director" for
purposes of Rule 16b-3 promulgated under the Exchange Act.
(2) The term "outside director", as used in this Plan
shall mean a director who either (i) is not a current employee of the Company or
an "affiliated corporation", is not a former employee of the Company or an
affiliated corporation receiving compensation for prior services (other than
benefits under a tax qualified pension plan), was not an officer of the Company
or an affiliated corporation at any time, and is not currently receiving
compensation for personal services in any capacity other than as a director, or
(ii) is otherwise considered an "outside director" for purposes of Section
162(m) of the Code.
3. SHARES SUBJECT TO THE PLAN.
(a) Subject to the provisions of paragraph 11 relating to
adjustments upon changes in stock, the stock that may be issued pursuant to
Stock Awards granted under the Plan shall not exceed in the aggregate five
million seven hundred thousand (5,700,000) shares of the Company's $0.0001 par
value common stock (the "Common Stock"). If any Stock Award granted under the
Plan shall for any reason expire or otherwise terminate without having been
exercised in full, the Common Stock not acquired under such Stock Award shall
again become available for the Plan. Shares repurchased by the Company pursuant
to any repurchase rights reserved by the Company pursuant to the Plan shall not
be available for subsequent issuance under the Plan.
(b) The Common Stock subject to the Plan may be unissued shares
or reacquired shares, bought on the market or otherwise.
4. ELIGIBILITY.
(a) Incentive Stock Options may be granted only to employees
(including officers) of the Company or its Affiliates. A director of the Company
shall not be eligible to receive Incentive Stock Options unless such director is
also an employee of the Company or any Affiliate. Stock Awards other than
Incentive Stock Options may be granted only to employees (including officers),
directors of and consultants to the Company or any Affiliate.
(b) No person shall be eligible for the grant of an Incentive
Stock Option under the Plan if, at the time of grant, such persons owns (or is
deemed to own pursuant to Section 424(d) of the Code) stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of
the Company or of any of its Affiliates unless the exercise price of such
Incentive Stock Option is at least one hundred ten percent (110%) of the fair
market value of the Common Stock at the date of grant and the Incentive Stock
Option is not exercisable after the expiration of five (5) years from the date
of grant.
(c) No person shall be eligible to be granted Stock Awards under
the Plan covering more than five hundred thousand (500,000) shares of the
Company's Common Stock in any calendar year.
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5. TERMS OF STOCK OPTIONS.
Each Option shall be in such form and shall contain such terms
and conditions as the Board or the Committee shall deem appropriate. The
provisions of separate Options need not be identical, but each Option shall
include (through incorporation of provisions hereof by reference in the Option
or otherwise) the substance of each of the following provisions:
(a) No Option shall be exercisable after the expiration of ten
(10) years from the date it was granted.
(b) The exercise price of each Incentive Stock Option shall be
not less than one hundred percent (100%) of the fair market value of the Common
Stock subject to the Option on the date the Option is granted. The exercise
price of each Nonqualified Stock Option shall be not less than one hundred
percent (100%) of the fair market value of the Common Stock subject to the
Option on the date the Option is granted.
(c) The purchase price of Common Stock acquired pursuant to an
Option shall be paid, to the extent permitted by applicable statutes and
regulations, either: (i) in cash at the time the Option is exercised; or (ii) at
the discretion of the Board or the Committee, either at the time of grant or
exercise of the Option (A) by delivery to the Company of shares of Common Stock
of the Company that have been held for the period required to avoid a charge to
the Company's reported earnings and valued at the fair market value on the date
of exercise, (B) according to a deferred payment or other arrangement (which may
include, without limiting the generality of the foregoing, the use of other
Common Stock of the Company) with the person to whom the Option is granted or to
whom the Option is transferred pursuant to subparagraph 5(d), or (C) in any
other form of legal consideration that may be acceptable to the Board or the
Committee in their discretion.
In the case of any deferred payment arrangement, interest shall be
payable at least annually and shall be charged at not less than the minimum rate
of interest necessary to avoid the treatment as interest, under any applicable
provisions of the Code, of any amounts other than amounts stated to be interest
under the deferred payment arrangement.
(d) An Incentive Stock Option shall not be transferable except by
will or by the laws of descent and distribution, and shall be exercisable during
the lifetime of the optionee to whom the Option is granted only by such
optionee. A Nonqualified Stock Option may be transferable to the extent provided
in the Option Agreement; provided, however, that if the Option Agreement does
not specifically provide for transferability, then such Nonqualified Stock
Option shall not be transferable except by will or by the laws of descent and
distribution or pursuant to a domestic relations order. Notwithstanding the
foregoing, the person to whom the Option is granted may, by delivering written
notice to the Company, in a form satisfactory to the Company, designate a third
party who, in the event of the death of the optionee, shall thereafter be
entitled to exercise the Option.
(e) The total number of shares of Common Stock subject to an
Option may, but need not, be allotted in periodic installments (which may, but
need not, be equal). From time
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to time during each of such installment periods, the Option may become
exercisable ("vest") with respect to some or all of the shares allotted to that
period, and may be exercised with respect to some or all of the shares allotted
to such period and/or any prior period as to which the Option was not fully
exercised. During the remainder of the term of the Option (if its term extends
beyond the end of the installment periods), the Option may be exercised from
time to time with respect to any shares then remaining subject to the Option.
The provisions of this subparagraph 5(e) are subject to any Option provisions
governing the minimum number of shares as to which an Option may be exercised.
(f) The Company may require any optionee, or any person to whom
an Option is transferred under subparagraph 5(d), as a condition of exercising
any such Option: (i) to give written assurances satisfactory to the Company as
to the optionee's knowledge and experience in financial and business matters
and/or to employ a purchaser representative who has such knowledge and
experience in financial and business matters, and that he or she is capable of
evaluating, alone or together with the purchaser's representative, the merits
and risks of exercising the Option; and (ii) to give written assurances
satisfactory to the Company stating that such person is acquiring the Common
Stock subject to the Option for such person's own account and not with any
present intention of selling or otherwise distributing the Common Stock. These
requirements, and any assurances given pursuant to such requirements, shall be
inoperative if: (x) the issuance of the shares upon the exercise of the Option
has been registered under a then currently effective registration statement
under the Securities Act; or (y) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities law.
(g) An Option shall terminate three (3) months after termination
of the optionee's employment or relationship as a consultant or director with
the Company or an Affiliate, unless: (i) such termination is due to such
person's permanent and total disability, within the meaning of Section 422(c)(6)
of the Code, in which case the Option may, but need not, provide that it may be
exercised at any time within one (1) year following such termination of
employment or relationship as a consultant or director; (ii) the optionee dies
while in the employ of or while serving as a consultant or director to the
Company or an Affiliate, or within not more than three (3) months after
termination of such employment or relationship as a consultant or director, in
which case the Option may, but need not, provide that it may be exercised at any
time within eighteen (18) months following the death of the optionee by the
person or persons to whom the optionee's rights under such Option pass by will
or by the laws of descent and distribution; or (iii) the Option by its term
specifies either (A) that it shall terminate sooner than three (3) months after
termination of the optionee's employment or relationship as a consultant or
director with the Company or an Affiliate; or (B) that it may be exercised more
than three (3) months after termination of the optionee's employment or
relationship as a consultant or director with the Company or an Affiliate. This
subparagraph 5(g) shall not be construed to extend the term of any Option or to
permit anyone to exercise the Option after expiration of its term, nor shall it
be construed to increase the number of shares as to which any Option is
exercisable from the amount exercisable on the date of termination of the
optionee's employment or relationship as a consultant or director.
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(h) The Option may, but need not, include a provision whereby the
optionee may elect at any time during the term of his or her employment or
relationship as a consultant or director with the Company or any Affiliate to
exercise the Option as to any part or all of the shares subject to the Option
prior to the stated vesting dates of the Option. Any shares so purchased from
any unvested installment or Option may be subject to a repurchase right in favor
of the Company or to any other restriction the Board or the Committee determines
to be appropriate.
(i) To the extent provided by the terms of an Option, each
optionee may satisfy, in whole or in part, any federal, state or local tax
withholding obligation relating to the exercise of such Option by any of the
following means or by a combination of such means: (i) tendering a cash payment;
(ii) authorizing the Company to withhold from the shares of the Common Stock
otherwise issuable to the optionee as a result of the exercise of the Option a
number of shares having a fair market value less than or equal to the amount of
the withholding tax obligation; or (iii) delivering to the Company owned and
unencumbered shares of the Common Stock having a fair market value less than or
equal to the amount of the withholding tax obligation.
6. TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTED STOCK.
Each stock bonus or restricted stock purchase agreement shall be
in such form and shall contain such terms and conditions as the Board or the
Committee shall deem appropriate. The terms and conditions of stock bonus or
restricted stock purchase agreements may change from time to time, and the terms
and conditions of separate agreements need not be identical, but each stock
bonus or restricted stock purchase agreement shall include (through
incorporation of provisions hereof by reference in the agreement or otherwise)
the substance of each of the following provisions as appropriate:
(a) The purchase price under each stock purchase agreement shall
be such amount as the Board or Committee shall determine and designate in such
agreement. Notwithstanding the foregoing, the Board or the Committee may
determine that eligible participants in the Plan may be awarded stock pursuant
to a stock bonus agreement in consideration for past services actually rendered
to the Company or for its benefit.
(b) No rights under a stock bonus or restricted stock purchase
agreement shall be transferable except by will or by the laws of descent and
distribution so long as stock awarded under such agreement remains subject to
the terms of the agreement.
(c) The purchase price of stock acquired pursuant to a stock
purchase agreement shall be paid either: (i) in cash at the time of purchase;
(ii) at the discretion of the Board or the Committee, according to a deferred
payment or other arrangement with the person to whom the Common Stock is sold;
or (iii) in any other form of legal consideration that may be acceptable to the
Board or the Committee in their discretion.
(d) Unless otherwise determined for good cause shown by a
Committee composed solely of non-employee directors and/or outside directors,
shares of Common Stock
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sold or awarded under a stock bonus or restricted stock purchase agreement
awarded under the Plan shall be subject to a repurchase option in favor of the
Company in accordance with a vesting schedule of at least three (3) years.
(e) In the event a person ceases to be an employee of or ceases
to serve as a director of or consultant to the Company or an Affiliate, the
Company may repurchase or otherwise reacquire any or all of the shares of Common
Stock held by that person which have not vested as of the date of termination
under the terms of the stock bonus or restricted stock purchase agreement
between the Company and such person.
7. CANCELLATION AND RE-GRANT OF OPTIONS.
(a) 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
holders of Options, (i) the repricing of any outstanding Options under the Plan
and/or (ii) the cancellation of any outstanding Options and the grant in
substitution therefor of new Options under the Plan covering the same or
different numbers of shares of Common Stock, but having an exercise price per
share not less than one hundred percent (100%) of the fair market value or, in
the case of a 10% stockholder (as defined in subparagraph 4(b)), not less than
one hundred ten percent (110%) of the fair market value per share of Common
Stock on the new grant date. For purposes of this Section 7, a modification of
an Option will be deemed to be a repricing or a cancellation and substitution
only if it is deemed to be a modification that reduces the exercise price of a
fixed stock option award pursuant to FASB Interpretation No. 44, Accounting for
Certain Transactions Involving Stock Compensation, March 2000, as amended from
time to time.
(b) Any action taken by the Board or Committee under subsection
7(a) shall be limited to ten percent (10%) or less of the shares of Common Stock
authorized for grant under the Plan at the time the action is taken.
(c) Shares subject to an option canceled under this Section 7
shall continue to be counted against the maximum award of options permitted to
be granted to any person pursuant to subsection 4(c) of the Plan. The repricing
of an option under this Section 7, resulting in a reduction of the exercise
price, shall be deemed to be a cancellation of the original option and the grant
of a substitute option; in the event of such repricing, both the original and
the substituted options shall be counted against the maximum awards of options
permitted to be granted to any person pursuant to subsection 4(c) of the Plan.
The provisions of this subsection 7(c) shall be applicable only to the extent
required by Section 162(m) of the Code.
8. COVENANTS OF THE COMPANY.
(a) During the terms of the Stock Awards granted under the Plan,
the Company shall keep available at all times the number of shares of Common
Stock required to satisfy such Stock Awards up to the number of shares of Common
Stock authorized under the Plan.
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(b) The Company shall seek to obtain from each regulatory
commission or agency having jurisdiction over the Plan such authority as may be
required to issue and sell shares of Common Stock under the Stock Awards granted
under the Plan; provided, however, that this undertaking shall not require the
Company to register under the Securities Act either the Plan, any Stock Award
granted under the Plan or any Common Stock issued or issuable pursuant to any
such Stock Award. If, after reasonable efforts, the Company is unable to obtain
from any such regulatory commission or agency the authority that counsel for the
Company deems necessary for the lawful issuance and sale of Common Stock under
the Plan, the Company shall be relieved from any liability for failure to issue
and sell Common Stock upon exercise of such Stock Awards unless and until such
authority is obtained.
9. USE OF PROCEEDS FROM COMMON STOCK.
Proceeds from the sale of Common Stock pursuant to Stock Awards
granted under the Plan shall constitute general funds of the Company.
10. MISCELLANEOUS.
(a) The Board or Committee shall have the power to accelerate the
time during which a Stock Award may be exercised or the time during which a
Stock Award or any part thereof will vest, notwithstanding the provisions in the
Stock Award stating the time during which it may be exercised or the time during
which it will vest.
(b) Unless otherwise determined for good cause shown by a
Committee composed solely of non-employee directors and/or outside directors,
the Board or Committee shall exercise its power to accelerate the time during
which a Stock Award may be exercised or the time during which a Stock Award or
any part thereof will vest only in connection with a significant corporate event
for the Company, such as a merger or acquisition of the Company, or in
connection with a significant personal event for the optionee, such as the death
or disability of the optionee.
(c) The limitation on the power of the Board or Committee to
accelerate the time during which a Stock Award may be exercised or the time
during which a Stock Award or any part thereof will vest contained in subsection
10(b) shall not be deemed to adversely affect either the acceleration provision
of Section 12 of the Plan or any acceleration rights previously granted under
any outstanding Stock Award under the Plan.
(d) Neither an optionee, Option holder nor any person to whom an
Option is transferred under the provisions of the Plan shall be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
subject to such Option unless and until such person has satisfied all
requirements for exercise of the Option pursuant to its terms.
(e) Nothing in the Plan or any instrument executed or Stock Award
granted pursuant thereto shall confer upon any eligible employee, consultant,
director, optionee or holder of Stock Awards under the Plan any right to
continue in the employ of the Company or any Affiliate or to continue acting as
a consultant or director or shall affect the right of the Company
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or any Affiliate to terminate the employment or consulting relationship or
directorship of any eligible employee, consultant, director, optionee or holder
of Stock Awards under the Plan with or without cause. In the event that a holder
of Stock Awards under the Plan is permitted or otherwise entitled to take a
leave of absence, the Company shall have the unilateral right to (i) determine
whether such leave of absence will be treated as a termination of employment or
relationship as consultant or director for purposes hereof, and (ii) suspend or
otherwise delay the time or times at which exercisability or vesting would
otherwise occur with respect to any outstanding Stock Awards, or related
repurchase rights thereunder, under the Plan.
(f) To the extent that the aggregate fair market value
(determined at the time of grant) of stock with respect to which incentive stock
options (as defined in the Code) are exercisable for the first time by any
optionee during any calendar year under all plans of the Company and its
Affiliates exceeds one hundred thousand dollars ($100,000), the options or
portions thereof which exceed such limit (according to the order in which they
were granted) shall be treated as Nonqualified Stock Options.
11. ADJUSTMENTS UPON CHANGES IN COMMON STOCK.
If any change is made in the Common Stock subject to the Plan, or
subject to any Stock Award granted under the Plan (through merger,
consolidation, reorganization, recapitalization, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or otherwise), the
Plan and outstanding Stock Awards will be appropriately adjusted in the
class(es) and maximum number of shares subject to the Plan and the class(es) and
number of shares and price per share of stock subject to outstanding Stock
Awards.
12. CHANGE OF CONTROL.
(a) Notwithstanding anything to the contrary in this Plan, in the
event of a Change of Control (as hereinafter defined), then, at the sole
discretion of the Board and to the extent permitted by applicable law: (i) any
surviving corporation shall assume the rights and obligations of the Company
under any Stock Awards outstanding under the Plan or shall substitute similar
Stock Awards for those outstanding under the Plan; (ii) the time during which
such Stock Awards become vested or may be exercised shall be accelerated and any
outstanding unexercised rights under any Stock Awards terminated if not
exercised prior to such event; or (iii) such Stock Awards shall continue in full
force and effect.
(b) For purposes of the Plan, a "Change of Control" shall be
deemed to have occurred at any of the following times:
(i) Upon the acquisition (other than from the Company) by
any person, entity or "group," within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act (excluding, for this purpose, the Company or its
affiliates, or any employee benefit plan of the Company or its affiliates which
acquires beneficial ownership of voting securities of the Company), of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of fifty percent (50%) or more of either the then outstanding
shares of common
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stock or the combined voting power of the Company's then outstanding voting
securities entitled to vote generally in the election of directors; or
(ii) At the time individuals who, as of May 14, 1991,
constitute the Board (the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board, provided that any person becoming a director
subsequent to May 14, 1991, whose election, or nomination for election by the
Company's stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of the
Directors of the Company, as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act) shall be, for purposes of the Plan,
considered as though such person were a member of the Incumbent Board; or
(iii) Immediately prior to the consummation by the Company
of a reorganization, merger, consolidation, (in each case, with respect to which
persons who were the stockholders of the Company immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter, own more
than fifty percent (50%) of the combined voting power entitled to vote generally
in the election of directors of the reorganized, merged or consolidated
company's then outstanding voting securities) or a liquidation or dissolution of
the Company or of the sale of all or substantially all of the assets of the
Company; or
(iv) The occurrence of any other event which the Incumbent
Board in its sole discretion determines constitutes a Change of Control.
13. AMENDMENT OF THE PLAN.
(a) The Board at any time, and from time to time, may amend the
Plan. However, except as provided in paragraph 11 relating to adjustments upon
changes in the Common Stock, no amendment shall be effective unless approved by
the stockholders of the Company to the extent stockholder approval is necessary
for the Plan to satisfy the requirements of Section 422 of the Code, Rule 16b-3
under the Exchange Act or any Nasdaq or securities exchange listing
requirements.
(b) The Board may in its sole discretion submit any other
amendment to the Plan for stockholder approval, including, but not limited to,
amendments to the Plan intended to satisfy the requirements of Section 162(m) of
the Code and the regulations promulgated thereunder regarding the exclusion of
performance-based compensation from the limit on corporate deductibility of
compensation paid to certain executive officers.
(c) It is expressly contemplated that the Board may amend the
Plan in any respect the Board deems necessary or advisable to provide optionees
with the maximum benefits provided or to be provided under the provisions of the
Code and the regulations promulgated thereunder relating to employee Incentive
Stock Options and/or to bring the Plan and/or Options granted under it into
compliance therewith.
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(d) Rights and obligations under any Stock Award granted before
amendment of the Plan shall not be altered or impaired by any amendment of the
Plan, unless: (i) the Company requests the consent of the person to whom the
Stock Award was granted; and (ii) such person consents in writing.
14. TERMINATION OR SUSPENSION OF THE PLAN.
(a) The Board may suspend or terminate the Plan at any time.
Unless sooner terminated, the Plan shall terminate on May 13, 2001. No Stock
Awards may be granted under the Plan while the Plan is suspended or after it is
terminated.
(b) Rights and obligations under any Stock Awards granted while
the Plan is in effect shall not be altered or impaired by suspension or
termination of the Plan, except with the consent of the person to whom the Stock
Award was granted.
15. EFFECTIVE DATE OF PLAN.
The Plan shall become effective as determined by the Board, but
no Stock Awards granted under the Plan shall be exercised unless and until the
Plan has been approved by the stockholders of the Company and, if required, an
appropriate permit has been issued by the Commissioner of Corporations of the
State of California.
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