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Exhibit 99.2
SECOND AMENDMENT
TO
THE 1995 STOCK OPTION PLAN
OF
OVERLAND DATA, INC.
SECTION 1. ESTABLISHMENT AND PURPOSE.
This Plan was established in 1995 to offer selected Employees,
directors, advisors and Consultants an opportunity to acquire a proprietary
interest in the success of Overland Data, Inc., a California corporation (the
"Company"), or to increase such interest, by purchasing Shares of the Company's
Common Stock. This Plan provides for the grant of Options to purchase Shares.
Options granted under this Plan may include Nonstatutory Options as well as ISOs
intended to qualify under Section 422 of the Code. This Plan is intended to
comply in all respects with Rule 16b-3 (or its successor) under the Exchange
Act.
SECTION 2. DEFINITIONS.
(a) "BOARD OF DIRECTORS" shall mean the Board of Directors of
the Company, as constituted from time to time.
(b) "CODE" shall mean the Internal Revenue Code of 1986, as
amended.
(c) "COMMITTEE" shall mean a committee of the Board of
Directors, consisting of Nonemployee Directors as appointed by the Board of
Directors from time to time, or, if no such committee is appointed, all members
of the Board of Directors who are not Employees of the Company, in either case,
as described in Section 3(a) of this Plan.
(d) "COMPANY" shall mean Overland Data, Inc., a California
corporation.
(e) "CONSULTANT" shall mean any individual who is (i) a member
of the Board of Directors but who is not an Employee, (ii) an affiliate of a
member of the Board of Directors, (iii) a member of the board of directors of a
Subsidiary or (iv) an independent contractor who performs services for the
Company or a Subsidiary.
(f) "EMPLOYEE" shall include every individual performing
Service to the
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Company or its Subsidiaries if the relationship between such individual and the
Company or its Subsidiaries is the legal relationship of employer and employee.
This definition of "Employee" is qualified in its entirety and is subject to the
definition set forth in Section 3401(c) of the Code and the applicable
regulations thereunder.
(g) "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended.
(h) "EXERCISE PRICE" shall mean the amount for which one Share
may be purchased upon exercise of an Option, as specified by the Committee in
the applicable Stock Option Agreement.
(i) "FAIR MARKET VALUE" shall mean the market price of Stock,
determined by the Committee as follows:
(1) If Stock was traded over-the-counter on the date in
question but was not classified as a national market issue, then the Fair Market
Value shall be equal to the mean between the last reported representative bid
and asked prices quoted by the NASDAQ system for such date;
(2) If Stock was traded over-the-counter on the date in
question and was classified as a national market issue, then the Fair Market
Value shall be equal to the last-transaction price quoted by the NASDAQ system
for such date;
(3) If Stock was traded on a stock exchange on the date in
question, then the Fair Market Value shall be equal to the closing price
reported by the applicable composite-transaction report for such date; and
(4) If none of the foregoing provisions is applicable,
then the Fair Market Value shall be determined by the Committee in good faith
and in accordance with Section 260.140.50, Title 10 of the California Code of
Regulations, or with respect to the determination of Fair Market Value in
connection with the exercise of any Options granted to Nonemployee Directors
under Section 4(b) of this Plan, by an independent appraiser selected by the
Committee in its sole discretion.
In all cases, the determination of Fair Market Value by the Committee shall be
conclusive and binding on all persons.
(j) "ISO" shall mean an incentive stock option described in
Section 422(b) of the Code.
(k) NONEMPLOYEE DIRECTOR shall mean a member of the Board of
Directors who (i) is not currently an officer or Employee of the Company or a
parent or Subsidiary of the Company, (ii) has not received compensation for
serving as a
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Consultant or in any other non-director capacity or had an interest in any
transaction with the Company or a parent or Subsidiary of the Company that would
exceed the $60,000 threshold for which disclosure would be required under Item
404(a) of Regulation S-K, or (iii) has not been engaged through another party in
a business relationship with the Company which would be disclosable under Item
404(b) of Regulation S-K. If the Board of Directors determines that compliance
with Section 162(m) of the Code is desirable, then the term Nonemployee Director
shall also be interpreted to satisfy the definition of outside director under
Section 162(m) and applicable regulations issued pursuant thereto.
(l) "NONSTATUTORY OPTION" shall mean a Stock Option not
described in Sections 422(b) or 423(b) of the Code.
(m) "OPTION" shall mean an ISO or Nonstatutory Option granted
under this Plan and entitling the holder to purchase Shares.
(n) "OPTIONEE" shall mean an individual who holds an Option.
(o) "PLAN" shall mean the 1995 Stock Option Plan of the
Company, as amended.
(p) "SERVICE" shall mean service as an Employee or Consultant.
(q) "SHARE" shall mean one share of Stock, as adjusted in
accordance with Section 8 of this Plan (if applicable).
(r) "STOCK" shall mean the Common Stock of the Company.
(s) "STOCK OPTION AGREEMENT" shall mean the agreement between
the Company and an Optionee which contains the terms, conditions and
restrictions pertaining to his or her Option.
(t) "STOCK PURCHASE AGREEMENT" shall mean the Notice of
Exercise and Stock Purchase Agreement to be delivered by an Optionee to the
Company upon exercise of an Option.
(u) "SUBSIDIARY" shall mean any corporation, if the Company
and/or one or more other Subsidiaries own not less than 50 percent of the total
combined voting power of all classes of outstanding Stock of such corporation. A
corporation that attains the status of a Subsidiary on a date after the adoption
of this Plan shall be considered a Subsidiary commencing as of such date.
(v) "TAXES" shall mean the term defined in Section 6(d)(1) of
this Plan.
(w) "TOTAL AND PERMANENT DISABILITY" shall mean that the
Optionee is
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unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted, or can be expected to last, for a continuous period
of not less than one year.
SECTION 3. ADMINISTRATION.
(a) COMMITTEE MEMBERSHIP. This Plan shall be administered by
the Committee. The Committee shall consist only of Nonemployee Directors of the
Company and shall have at least two members. The Committee shall meet such other
requirements as may be established from time to time by the Securities and
Exchange Commission for plans intended to qualify for exemption under Rule 16b-3
(or its successor) under the Exchange Act. The Board of Directors may appoint a
separate committee of the Board of Directors, composed of one or more directors
of the Company who need not be Nonemployee Directors, who may administer this
Plan with respect to Employees or Consultants who are not officers or directors
of the Company or incoming new directors of the Company, may grant Options under
this Plan to such persons and may determine the timing, number of Shares subject
to such Options and other terms of such grants.
(b) COMMITTEE PROCEDURES. The Committee shall designate one of
its members as chairman. The Committee may hold meetings at such times and
places as it shall determine. The acts of a majority of the Committee's members
present at meetings at which a quorum exists, or acts reduced to or approved in
writing by all of the Committee's members, shall be valid acts of the Committee.
(c) COMMITTEE RESPONSIBILITIES. Subject to the provisions of
this Plan, and without further approval of the Board of Directors, the Committee
shall have full authority and discretion to take the following actions:
(1) To interpret this Plan and to apply its provisions;
(2) To adopt, amend or rescind rules, procedures and forms
relating to this Plan;
(3) To authorize any person to execute, on behalf of the
Company, any instrument required to carry out the purposes of this Plan;
(4) To determine when Options are to be granted under this
Plan;
(5) To select the Optionees;
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(6) To determine the number of Shares to be made subject
to each Option;
(7) To prescribe the terms and conditions of each Option,
including, without limitation, the Exercise Price, to determine whether such
Option is to be classified as an ISO or as a Nonstatutory Option, and to specify
the provisions of the Stock Option Agreement relating to such Option;
(8) To amend any outstanding Stock Option Agreement,
subject to applicable legal restrictions and to the consent of the Optionee who
entered into such agreement;
(9) To accelerate or defer, with the consent of the
Optionee, the exercise date of any Option;
(10) With the consent of the Optionee, to reprice, cancel
and regrant, or otherwise adjust the Exercise Price of an Option previously
granted by the Committee;
(11) To prescribe the consideration for the grant of each
Option or other right under this Plan and to determine the sufficiency of such
consideration; and
(12) To take any other actions deemed necessary or
advisable for the administration of this Plan.
All decisions, interpretations and other actions of the Committee shall be final
and binding on all Optionees, and all persons deriving their rights from an
Optionee. No member of the Committee shall be liable for any action that he or
she has taken or has failed to take in good faith with respect to this Plan, any
Option, or any other right to acquire Shares under this Plan.
SECTION 4. ELIGIBILITY.
(a) GENERAL RULE. Employees and Consultants shall be eligible
to receive Options. However, only Employees shall be eligible for the grant of
ISOs.
(b) TEN-PERCENT STOCKHOLDERS. An Employee who owns more than
10 percent of the total combined voting power of all classes of Outstanding
Stock of the Company or any of its Subsidiaries shall not be eligible for the
grant of an Option unless (i) the Exercise Price is at least 110 percent of the
Fair Market Value of the Shares
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underlying such Option on the date of grant of such Option and (ii) if such
Option is an ISO, such ISO is not exercisable after the expiration of five years
from the date of grant.
(c) ATTRIBUTION RULES. For purposes of Subsection (b) above,
in determining Stock ownership, an Employee shall be deemed to own the Stock
owned, directly or indirectly, by or for such Employee's brothers, sisters,
spouse, ancestors and lineal descendants. Stock owned, directly or indirectly,
by or for a corporation, partnership, estate or trust shall be deemed to be
owned proportionately by or for its stockholders, partners or beneficiaries.
Stock with respect to which such Employee holds an Option shall be counted in
the determination of Stock ownership for purposes of the above Subsection (b).
(d) OUTSTANDING STOCK. For purposes of Subsection (b) above,
"Outstanding Stock" shall include all Stock actually issued and outstanding
immediately after the grant. "Outstanding Stock" shall not include Shares
authorized for issuance under outstanding Options held by the Employee or by any
other person.
SECTION 5. STOCK SUBJECT TO THIS PLAN.
(a) BASIC LIMITATION. Shares subject to Options granted under
this Plan shall be authorized but unissued Shares. The aggregate number of
Shares which may be issued under this Plan (upon exercise of Options or other
rights to acquire Shares) shall not exceed 1,000,000 Shares, subject to
adjustment pursuant to Section 8 of this Plan. The number of Shares which is
subject to Options or other rights outstanding at any time under this Plan shall
not exceed the number of Shares which then remain available for issuance under
this Plan. The Company, during the term of this Plan, shall at all times reserve
and keep available sufficient Shares to satisfy the requirements of this Plan.
(b) ADDITIONAL SHARES. In the event that any outstanding
Option or other right for any reason expires or is canceled or otherwise
terminated, the Shares allocable to the unexercised portion of such Option or
other right shall again be available for the purpose of this Plan.
(c) LIMITATION ON GRANTS. The maximum number of Shares as to
which Options shall be granted to any single Optionee shall not exceed 100,000
Shares.
SECTION 6. TERMS AND CONDITIONS OF OPTIONS.
(a) STOCK OPTION AGREEMENT. Each grant of an Option under this
Plan shall be evidenced by a Stock Option Agreement between the Optionee and the
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Company. Such Option shall be subject to all applicable terms and conditions of
this Plan and may be subject to any other terms and conditions which are not
inconsistent with this Plan and which the Committee deems appropriate for
inclusion in a Stock Option Agreement. The provisions of the various Stock
Option Agreements entered into under this Plan need not be identical.
(b) NUMBER OF SHARES. Each Stock Option Agreement shall
specify the number of Shares that are subject to the Option and shall provide
for the adjustment of such number in accordance with Section 8 of this Plan. The
Stock Option Agreement shall also specify whether the Option is an ISO or a
Nonstatutory Option.
(c) EXERCISE PRICE. Each Stock Option Agreement shall specify
the Exercise Price. The Exercise Price of an ISO shall not be less than 100
percent of the Fair Market Value of a Share on the date of grant of the Option,
except as otherwise provided in Section 4(b) of this Plan. The Exercise Price of
a Nonstatutory Option shall not be less than 85 percent of the Fair Market Value
of a Share on the date of grant. Subject to the preceding two sentences, the
Exercise Price under any Option shall be determined by the Committee in its sole
discretion. The Exercise Price shall be payable in a form described in Section 7
of this Plan.
(d) WITHHOLDING TAXES. The Company's obligation to deliver
Shares or cash upon the exercise of Options shall be subject to the satisfaction
of all applicable Federal, State and local income tax and employment tax
withholding requirements.
(1) In the event that the Company or a Subsidiary
determines that it is required to withhold federal, state, foreign or local
taxes or social security/insurance amounts in connection with the grant or
exercise of an Option or the disposition of Shares pursuant to the exercise of
an Option (collectively, the "Taxes"), the Optionee or any person succeeding to
the rights of the Optionee, as a condition to such grant, exercise or
disposition, may be required to make arrangements satisfactory to the Company or
such Subsidiary to enable it to satisfy such withholding requirements.
Alternatively, at its discretion, the Company may issue or transfer Shares net
of the number of Shares sufficient to satisfy the withholding requirements, with
such Shares valued as of the date the withholding obligation is incurred.
(2) The Committee may also, in its discretion and applying
relevant law in accordance with the provisions of this Section 6(d) and such
supplemental rules as the Committee may from time to time adopt, require as a
condition of delivery of the Shares upon exercise of Options, that the Optionee
remit to the Company an amount in cash or check sufficient to satisfy the Taxes.
(e) EXERCISABILITY AND TERM. Each Stock Option Agreement shall
specify the date when all or any installment of the Option is to become
exercisable. The vesting of any Option shall be determined by the Committee in
its sole discretion;
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provided, however, that the Optionee's right to exercise the Option shall be at
the rate of at least 20% per year over five years from the date when the Option
is granted. A Stock Option Agreement may provide for accelerated exercisability
in the event of the Optionee's death, Total and Permanent Disability or
retirement or other events determined from time to time by the Committee. The
Stock Option Agreement shall also specify the term of the Option, which term
shall not exceed ten years from the date of grant. Subject to the preceding
sentence, the Committee in its sole discretion shall determine when an Option is
to expire. An Option shall be deemed exercised when the Company receives from
the Optionee (i) an executed Stock Purchase Agreement in accordance with the
terms of the Option by the person entitled to exercise the Option and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may, as authorized by the Committee, consist of any consideration and
method of payment allowable under Section 7 of this Plan. Until the issuance (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the stock certificate evidencing
such Shares, no right to vote or receive dividends or any other rights as a
shareholder of the Company shall exist with respect to the Shares,
notwithstanding the exercise of the Option. No adjustment will be made for a
dividend or other right for which the record date is prior to the date when the
stock certificate is issued, except as provided in Section 8 of this Plan. With
respect to any ISOs granted under this Plan, the aggregate Fair Market Value
(determined as of the respective date or dates of grant) of the Shares for which
one or more Options granted to any Employee under this Plan (or any other option
plan of the Company or its parent or Subsidiary corporations) may for the first
time become exercisable as ISOs during any one calendar year shall not exceed
the sum of One Hundred Thousand Dollars ($100,000). To the extent the Employee
holds two or more such Options which become exercisable for the first time in
the same calendar year, the foregoing limitation on the exercisability thereof
as ISOs shall be applied on the basis of the order in which such Options are
granted. To the extent such dollar limitation is exceeded in any one calendar
year, the Option shall nevertheless be exercisable for the excess number of
Shares as a Nonstatutory Option.
(f) NONTRANSFERABILITY. During an Optionee's lifetime, such
Optionee's Option(s) shall be exercisable only by him or her and shall not be
transferable. In the event of an Optionee's death, such Optionee's Option(s)
shall not be transferable other than by will or by the laws of descent and
distribution.
(g) TERMINATION OF SERVICE (EXCEPT BY DEATH). If an Optionee's
Service terminates for any reason other than such Optionee's death, then such
Optionee's Option(s) shall expire on the earliest of the following occasions:
(1) The expiration date determined pursuant to Subsection
(e) above;
(2) The date which is thirty (30) days after the
termination of the Optionee's Service for any reason other than Total and
Permanent Disability; or
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(3) The date which is six (6) months after the termination
of the Optionee's Service by reason of Total and Permanent Disability.
The Optionee may exercise all or part of his or her
Option(s) at any time before the expiration of such Option(s) under the
preceding sentence, but only to the extent that such Option(s) had become
exercisable before the Optionee's Service terminated or became exercisable as a
result of the termination. The balance of such Option(s) shall lapse when the
Optionee's Service terminates. In the event that the Optionee dies after the
termination of the Optionee's Service but before the expiration of the
Optionee's Option(s), all or part of such Option(s) may be exercised (prior to
expiration) by the executors or administrators of the Optionee's estate or by
any person who has acquired such Option(s) directly from the Optionee by bequest
or inheritance, but only to the extent that such Option(s) had become
exercisable before the Optionee's Service terminated or became exercisable as a
result of the termination. For purposes of the foregoing provisions of this
Section 6(g), the Optionee shall be deemed to be providing Service to the
Company for so long as the Optionee renders Service on a periodic basis to the
Company or a Subsidiary in the capacity of an Employee or Consultant. The
Optionee shall be considered to be an Employee for so long as the Optionee
remains in the employ of the Company or a Subsidiary.
(h) LEAVES OF ABSENCE. For purposes of Subsection (g) above,
Service shall be deemed to continue while the Optionee is on military leave,
sick leave or other bona fide leave of absence (as determined by the Committee).
The foregoing notwithstanding, in the case of an ISO granted under this Plan,
Service shall not be deemed to continue beyond the first 90 days of such leave,
unless the Optionee's reemployment rights are guaranteed by statute or by
contract.
(i) DEATH OF OPTIONEE. If an Optionee dies while he or she is
providing Service to the Company, then such Optionee's Option(s) shall expire on
the earlier of the following dates:
(1) The expiration date determined pursuant to Subsection
(e) above; or
(2) The date which is six (6) months after the Optionee's
death.
All or part of the Optionee's Option(s) may be exercised at any time before the
expiration of such Option(s) under the preceding sentence by the executors or
administrators of the Optionee's estate or by any person who has acquired such
Option(s) directly from the Optionee by bequest or inheritance, but only to the
extent that such Option(s) had become exercisable before the Optionee's death or
became exercisable as a result of the Optionee's death. The balance of such
Option(s) shall lapse when the Optionee dies.
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(j) NO RIGHTS AS A STOCKHOLDER. An Optionee, or a transferee
of an Optionee, shall have no rights as a stockholder with respect to any Shares
covered by his or her Option until the date of the issuance of a stock
certificate for such Shares. No adjustments shall be made, except as provided in
Section 8 of this Plan.
(k) MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Within the
limitations of this Plan, the Committee may modify, extend or renew outstanding
Options or may accept the cancellation of outstanding Options (to the extent not
previously exercised) in return for the grant of new Options at the same or a
different Exercise Price. The foregoing notwithstanding, no modification of an
Option shall, without the consent of the Optionee, impair such Optionee's rights
or increase his or her obligations under such Option.
(l) RESTRICTIONS ON TRANSFER OF SHARES. Any Shares issued upon
exercise of an Option shall be subject to such transfer restrictions as the
Committee shall determine so long as such restrictions do not unfairly prejudice
the opportunity of the Optionee to receive the fair value of the applicable
Shares as required under Rule 260.140.8, Title 10 of the California Code of
Regulations, in addition to any general restrictions that may apply to all
holders of Stock. Options may not be transferred or assigned in any manner other
than by will or by the laws of descent or distribution.
(m) RULE 16b-3. Options granted to persons who are subject to
Section 16 of the Exchange Act shall comply with the applicable provisions of
Rule 16b-3 promulgated thereunder and shall contain such additional conditions
or restrictions as may be required thereunder to qualify for the maximum
exemption from Section 16 of the Exchange Act with respect to this Plan's
transactions; provided, however, that this provision shall not apply if, at the
time of such option grant, this Plan, as it relates to such grant, is not
administered by a Committee consisting solely of Nonemployee Directors.
SECTION 7. PAYMENT FOR SHARES.
(a) GENERAL RULE. The entire Exercise Price of Shares issued
under this Plan shall be payable in lawful money of the United States of America
at the time when such Shares are purchased, except as follows:
(1) In the case of an ISO granted under this Plan, payment
shall be made only pursuant to the express provisions of the applicable Stock
Option Agreement. However, the Committee (in its sole discretion) may specify in
the Stock Option Agreement that payment may be made pursuant to Subsections (b),
(c) or (d) below; or
(2) In the case of a Nonstatutory Option granted under
this Plan, the Committee (in its sole discretion) may accept payment pursuant to
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Subsections (b), (c) or (d) below.
(b) SURRENDER OF STOCK. To the extent that this Subsection (b)
is applicable, payment may be made all or in part with Shares which have already
been owned by the Optionee or his or her representative for more than 12 months
and which are surrendered to the Company in good form for transfer. Such Shares
shall be valued at their Fair Market Value on the date when the new Shares are
purchased under this Plan.
(c) EXERCISE/SALE. To the extent that this Subsection (c) is
applicable, payment may be made by the delivery (on a form prescribed by the
Company) of an irrevocable direction to a securities broker approved by the
Company to sell Shares and to deliver all or part of the sales proceeds to the
Company in payment of all or part of the Exercise Price and any Taxes.
(d) EXERCISE/PLEDGE. To the extent that this Subsection (d) is
applicable, payment may be made by the delivery (on a form prescribed by the
Company) of an irrevocable direction to pledge Shares to a securities broker or
lender approved by the Company, as security for a loan, and to deliver all or
part of the loan proceeds to the Company in payment of all or part of the
Exercise Price and any Taxes.
SECTION 8. ADJUSTMENT OF SHARES.
(a) GENERAL. In the event of a subdivision of the outstanding
Stock, a declaration of a dividend payable in Shares, a declaration of a
dividend payable in a form other than Stock in an amount that has a material
effect on the value of Stock, a combination or consolidation of the outstanding
Stock (by reclassification or otherwise) into a lesser number of Shares, a
recapitalization, a spinoff or a similar occurrence, the Committee shall make
appropriate adjustments in one or more of (i) the number of Shares available for
future grants under Section 5 of this Plan, (ii) the number of Shares covered by
each outstanding Option or (iii) the Exercise Price under each outstanding
Option.
(b) RESERVATION OF RIGHTS. Except as provided in this Section
8, an Optionee shall have no rights by reason of any subdivision or
consolidation of Shares of Stock of any class, the payment of any dividend or
any other increase or decrease in the number of Shares of Stock of any class.
Any issue by the Company of Shares of Stock of any class, or securities
convertible into Shares of Stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to an Option. The grant of an Option pursuant
to this Plan shall not affect in any way the right or power of the Company to
make
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adjustments, reclassification, reorganizations or changes of its capital or
business structure, to merge or consolidate or to dissolve, liquidate, sell or
transfer all or any part of its business or assets.
SECTION 9. SECURITIES LAWS.
Shares shall not be issued under this Plan unless the issuance
and delivery of such Shares comply with (or are exempt from) all applicable
requirements of law, including, without limitation, the Securities Act of 1933,
as amended, the rules and regulations promulgated thereunder, state securities
laws and regulations, and the regulations of any stock exchange on which the
Company's securities may then be listed.
SECTION 10. NO EMPLOYMENT RIGHTS.
No provision of this Plan, nor any right or Option granted
under this Plan, shall be construed to give any person any right to become, to
be treated as, or to remain an Employee or Consultant or in any way to amend,
modify, waive or terminate the Company's (or any Subsidiary's) right to
terminate any person's Service at any time and for any reason.
SECTION 11. DURATION AND AMENDMENTS.
(a) TERM OF THIS PLAN. This Plan, as set forth herein, shall
become effective October 10, 1995, the date when the Board of Directors adopted
this Plan. Notwithstanding the foregoing, no Option granted under this Plan
shall become exercisable unless and until this Plan shall have been approved by
the shareholders of the Company. This Plan shall terminate automatically on the
date which is ten (10) years after its initial adoption by the Board of
Directors, October 10, 2005, and may be terminated on any earlier date pursuant
to Subsection (b) below.
(b) RIGHT TO AMEND OR TERMINATE THIS PLAN. The Board of
Directors may amend, suspend or terminate this Plan at any time and for any
reason; provided, however, that any amendment of this Plan which: (i) materially
increases the number of Shares available for issuance under this Plan (except as
provided in Section 8 of this Plan); (ii) materially changes the class of
persons who are eligible for the grant of ISOs; or (iii) if required by Rule
16b-3 (or any successor thereto) under the Exchange Act, would materially
increase the benefits accruing to participants under this Plan or would
materially modify the requirements as to eligibility for participation in this
Plan, shall be subject to the approval of the Company's shareholders by the
affirmative vote of the holders of a majority of the securities of the Company
present, or represented and entitled to vote at a duly held shareholders'
meeting. Shareholder approval shall not be
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required for any other amendment of this Plan.
(c) EFFECT OF AMENDMENT OR TERMINATION. No Shares shall be
issued or sold under this Plan after the termination thereof, except upon
exercise of an Option granted prior to such termination. The termination of this
Plan, or any amendment thereof, shall not affect any Share previously issued or
any Option previously granted under this Plan.
SECTION 12. INFORMATION TO EMPLOYEES AND CONSULTANTS.
During such times as Options remain outstanding hereunder, the
Company shall deliver to the Optionees on an annual basis, financial and other
information regarding the Company in accordance with Rule 260.140.46 of Title
10, Chapter 3 of the California Code of Regulations or any applicable successor
regulation.
SECTION 13. EXECUTION.
To record the adoption of this Plan by the Board of Directors
on as of January 21, 1997, the Company has caused its authorized officer to
execute the same.
OVERLAND DATA, INC.,
a California corporation
By: /s/ Vernon A. LoForti
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Vernon A. LoForti, Vice President & CFO
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