CENTENNIAL TECHNOLOGIES, INC.
2000 STOCK INCENTIVE PLAN
1. PURPOSE
The purpose of this 2000 Stock Incentive Plan (the "Plan") of
Centennial Technologies, Inc., a Delaware corporation (the "Company"), is to
advance the interests of the Company's stockholders by enhancing the Company's
ability to attract, retain and motivate persons who make (or are expected to
make) important contributions to the Company by providing such persons with
equity ownership opportunities and performance-based incentives and thereby
better aligning the interests of such persons with those of the Company's
stockholders. Except where the context otherwise requires, the term "Company"
shall include any of the Company's present or future subsidiary corporations as
defined in Section 424(f) of the Internal Revenue Code of 1986, as amended, and
any regulations promulgated thereunder (the "Code").
2. ELIGIBILITY
All of the Company's employees, officers, directors, consultants and
advisors (and any individuals who have accepted an offer for employment) are
eligible to be granted options, restricted stock awards, or other stock-based
awards (each, an "Award") under the Plan. Each person who has been granted an
Award under the Plan shall be deemed a "Participant".
3. ADMINISTRATION, DELEGATION
(a) ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be administered by the
Board of Directors of the Company (the "Board"). The Board shall have authority
to grant Awards and to adopt, amend and repeal such administrative rules,
guidelines and practices relating to the Plan as it shall deem advisable. The
Board may correct any defect, supply any omission or reconcile any inconsistency
in the Plan or any Award 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. All decisions by the Board shall be made in the Board's sole
discretion and shall be final and binding on all persons having or claiming any
interest in the Plan or in any Award. No director or person acting pursuant to
the authority delegated by the Board shall be liable for any action or
determination relating to or under the Plan made in good faith.
(b) DELEGATION TO EXECUTIVE OFFICERS. To the extent permitted by applicable law,
the Board or any Committee (as defined in Section 3(c)) may delegate to one or
more executive officers of the Company the power to make Awards to new employees
of the Company, excluding directors and officers, and to exercise such other
powers under the Plan as the Board may determine, provided that the Board shall
fix the maximum number of shares subject to Awards and the maximum number of
shares for any one Participant to be made by such executive officers.
1
<PAGE>
(c) APPOINTMENT OF COMMITTEES. To the extent permitted by applicable law, the
Board shall appoint a committee or subcommittee of the Board (a "Committee") of
not less than two members, each member of which shall be an "outside director"
within the meaning of Section 162(m) of the Code and a "non-employee director"
as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934
(the "Exchange Act"). All references in the Plan to the "Board" shall mean the
Board or a Committee of the Board or the executive officer referred to in
Section 3(b) to the extent that the Board's powers or authority under the Plan
have been delegated to such Committee or executive officer.
4. STOCK AVAILABLE FOR AWARDS
(a) NUMBER OF SHARES. Subject to adjustment under Section 8, Awards may be made
under the Plan for up to 1,000,000 shares of common stock, $.01 par value per
share, of the Company (the "Common Stock"). If any Award expires or is
terminated, surrendered or canceled without having been fully exercised or is
forfeited in whole or in part or results in any Common Stock not being issued,
the unused Common Stock covered by such Award shall again be available for the
grant of Awards under the Plan, subject, however, in the case of Incentive Stock
Options (as hereinafter defined), to any limitation required under the Code.
Shares issued under the Plan may consist in whole or in part of authorized but
unissued shares or treasury shares.
(b) PER-PARTICIPANT LIMIT. Subject to adjustment under Section 8, the maximum
number of shares of Common Stock with respect to which Awards may be granted to
any Participant under the Plan shall be 500,000 per calendar year. The
per-Participant limit described in this Section 4(b) shall be construed and
applied consistently with Section 162(m) of the Code ("Section 162(m)").
5. STOCK OPTIONS
(a) GENERAL. The Board may grant options to purchase Common Stock (each, an
"Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option".
(b) INCENTIVE STOCK OPTIONS. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.
2
<PAGE>
(c) EXERCISE PRICE. The Board shall establish the exercise price at the time
each Option is granted and specify it in the applicable option agreement;
provided, however, that the exercise price shall be not less than 100% of the
fair market value of the Common Stock, as determined by the Board, at the time
the Option is granted.
(d) DURATION OF OPTIONS. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Board may specify in the applicable
option agreement; provided, however, that no Option will be granted for a term
in excess of 10 years.
(e) EXERCISE OF OPTION. Options may be exercised by delivery to the Company of a
written notice of exercise signed by the proper person or by any other form of
notice (including electronic notice) approved by the Board together with payment
in full as specified in Section 5(f) for the number of shares for which the
Option is exercised.
(f) PAYMENT UPON EXERCISE. Common Stock purchased upon the exercise of an Option
granted under the Plan shall be paid for as follows:
(1) in cash or by check, payable to the order of the Company;
(2) except as the Board may, in its sole discretion, otherwise provide
in an option agreement, by (i) delivery of an irrevocable and unconditional
undertaking by a creditworthy broker to deliver promptly to the Company
sufficient funds to pay the exercise price or (ii) delivery by the Participant
to the Company of a copy of irrevocable and unconditional instructions to a
creditworthy broker to deliver promptly to the Company cash or a check
sufficient to pay the exercise price;
(3) by delivery of shares of Common Stock owned by the Participant
valued at their fair market value as determined by (or in a manner approved by)
the Board in good faith ("Fair Market Value"), provided (i) such method of
payment is then permitted under applicable law and (ii) such Common Stock was
owned by the Participant at least six months prior to such delivery;
(4) to the extent permitted by the Board, in its sole discretion and
consistent with applicable law, by (i) delivery of a promissory note of the
Participant to the Company on terms determined by the Board, or (ii) payment of
such other lawful consideration as the Board may determine; or
(5) by any combination of the above permitted forms of payment.
3
<PAGE>
6. RESTRICTED STOCK
(a) GRANTS. The Board may grant Awards entitling recipients to acquire shares of
Common Stock, subject to the right of the Company to repurchase all or part of
such shares at their issue price or other stated or formula price (or to require
forfeiture of such shares if issued at no cost) from the recipient in the event
that conditions specified by the Board in the applicable Award are not satisfied
prior to the end of the applicable restriction period or periods established by
the Board for such Award (each, a "Restricted Stock Award").
(b) TERMS AND CONDITIONS. The Board shall determine the terms and conditions of
any such Restricted Stock Award, including the conditions for repurchase (or
forfeiture) and the issue price, if any. Any stock certificates issued in
respect of a Restricted Stock Award shall be registered in the name of the
Participant and, unless otherwise determined by the Board, deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its designee). At the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant to
receive amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary"). In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.
7. OTHER STOCK-BASED AWARDS
The Board shall have the right to grant other Awards based upon the
Common Stock having such terms and conditions as the Board may determine,
including the grant of shares based upon certain conditions, the grant of
securities convertible into Common Stock and the grant of stock appreciation
rights.
8. ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS
(a) CHANGES IN CAPITALIZATION. In the event of any stock split, reverse stock
split, stock dividend, recapitalization, combination of shares, reclassification
of shares, spin-off or other similar change in capitalization or event, or any
distribution to holders of Common Stock other than a normal cash dividend, (i)
the number and class of securities available under this Plan, (ii) the
per-Participant limit set forth in Section 4(b), (iii) the number and class of
securities and exercise price per share subject to each outstanding Option, (iv)
the repurchase price per share subject to each outstanding Restricted Stock
Award, and (v) the terms of each other outstanding Award shall be appropriately
adjusted by the Company (or substituted Awards may be made, if applicable) to
the extent the Board shall determine, in good faith, that such an adjustment (or
substitution) is necessary and appropriate. If this Section 8(a) applies and
Section 8(c) also applies to any event, Section 8(c) shall be applicable to such
event, and this Section 8(a) shall not be applicable.
(b) LIQUIDATION OR DISSOLUTION. In the event of a proposed liquidation or
dissolution of the Company, the Board shall upon written notice to the
Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
4
<PAGE>
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation or
dissolution on any Restricted Stock Award or other Award granted under the Plan
at the time of the grant of such Award.
(c) ACQUISITION EVENTS
(1) DEFINITION. An "Acquisition Event" shall mean: (a) any merger or
consolidation of the Company with or into another entity as a result of which
the Common Stock is converted into or exchanged for the right to receive cash,
securities or other property or (b) any exchange of shares of the Company for
cash, securities or other property pursuant to a statutory share exchange
transaction.
(2) CONSEQUENCES OF AN ACQUISITION EVENT ON OPTIONS. Upon the occurrence of an
Acquisition Event, or the execution by the Company of any agreement with respect
to an Acquisition Event, the Board shall provide that all outstanding Options
shall be assumed, or equivalent options shall be substituted, by the acquiring
or succeeding corporation (or an affiliate thereof). For purposes hereof, an
Option shall be considered to be assumed if, following consummation of the
Acquisition Event, the Option confers the right to purchase, for each share of
Common Stock subject to the Option immediately prior to the consummation of the
Acquisition Event, the consideration (whether cash, securities or other
property) received as a result of the Acquisition Event by holders of Common
Stock for each share of Common Stock held immediately prior to the consummation
of the Acquisition Event (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding
shares of Common Stock); provided, however, that if the consideration received
as a result of the Acquisition Event is not solely common stock of the acquiring
or succeeding corporation (or an affiliate thereof), the Company may, with the
consent of the acquiring or succeeding corporation, provide for the
consideration to be received upon the exercise of Options to consist solely of
common stock of the acquiring or succeeding corporation (or an affiliate
thereof) equivalent in fair market value to the per share consideration received
by holders of outstanding shares of Common Stock as a result of the Acquisition
Event.
(3) Notwithstanding the foregoing, if the acquiring or succeeding corporation
(or an affiliate thereof) does not agree to assume, or substitute for, such
Options, then the Board shall, upon written notice to the Participants, provide
that all then unexercised Options will become exercisable in full as of a
specified time prior to the Acquisition Event and will terminate immediately
prior to the consummation of such Acquisition Event, except to the extent
exercised by the Participants before the consummation of such Acquisition Event;
provided, however, that in the event of an Acquisition Event under the terms of
which holders of Common Stock will receive upon consummation thereof a cash
payment for each share of Common Stock surrendered pursuant to such Acquisition
Event (the "Acquisition Price"), then the Board may instead provide that all
outstanding Options shall terminate upon consummation of such Acquisition Event
and that each Participant shall receive, in exchange therefor, a cash payment
equal to the amount (if any) by which (A) the Acquisition Price multiplied by
the number of shares of Common Stock subject to such outstanding Options
(whether or not then exercisable), exceeds (B) the aggregate exercise price of
such Options.
5
<PAGE>
(4) CONSEQUENCES OF AN ACQUISITION EVENT ON RESTRICTED STOCK AWARDS. Upon the
occurrence of an Acquisition Event, the repurchase and other rights of the
Company under each outstanding Restricted Stock Award shall inure to the benefit
of the Company's successor and shall apply to the cash, securities or other
property which the Common Stock was converted into or exchanged for pursuant to
such Acquisition Event in the same manner and to the same extent as they applied
to the Common Stock subject to such Restricted Stock Award.
(5) CONSEQUENCES OF AN ACQUISITION EVENT ON OTHER AWARDS. The Board shall
specify the effect of an Acquisition Event on any other Award granted under the
Plan at the time of the grant of such Award.
9. GENERAL PROVISIONS APPLICABLE TO AWARDS
(a) TRANSFERABILITY OF AWARDS. EXCEPT AS THE BOARD MAY OTHERWISE DETERMINE OR
PROVIDE IN AN AWARD, AWARDS SHALL NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR
OTHERWISE ENCUMBERED BY THE PERSON TO WHOM THEY ARE GRANTED, EITHER VOLUNTARILY
OR BY OPERATION OF LAW, EXCEPT BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION,
AND, DURING THE LIFE OF THE PARTICIPANT, SHALL BE EXERCISABLE ONLY BY THE
PARTICIPANT. REFERENCES TO A PARTICIPANT, TO THE EXTENT RELEVANT IN THE CONTEXT,
SHALL INCLUDE REFERENCES TO AUTHORIZED TRANSFEREES. NOTWITHSTANDING THE
FOREGOING, THE BOARD, IN ITS SOLE DISCRETION, MAY PROVIDE IN THE AWARD AGREEMENT
REGARDING A GIVEN STOCK OPTION THAT THE OPTIONEE MAY TRANSFER HIS NONSTATUTORY
STOCK OPTIONS TO MEMBERS OF HIS IMMEDIATE FAMILY, TO TRUSTS FOR THE BENEFIT OF
SUCH FAMILY MEMBERS, OR TO PARTNERSHIPS IN WHICH SUCH FAMILY MEMBERS ARE THE
ONLY PARTNERS, PROVIDED THAT THE TRANSFEREE AGREES IN WRITING WITH THE COMPANY
TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS PLAN AND THE APPLICABLE
OPTION.
(b) DOCUMENTATION. EACH AWARD SHALL BE EVIDENCED BY A WRITTEN INSTRUMENT IN SUCH
FORM AS THE BOARD SHALL DETERMINE; SUCH WRITTEN INSTRUMENT MAY BE IN THE FORM OF
AN AGREEMENT SIGNED BY THE COMPANY AND THE PARTICIPANT OR A WRITTEN CONFIRMING
MEMORANDUM TO THE PARTICIPANT FROM THE COMPANY. EACH AWARD MAY CONTAIN TERMS AND
CONDITIONS IN ADDITION TO THOSE SET FORTH IN THE PLAN.
(c) BOARD DISCRETION. EXCEPT AS OTHERWISE PROVIDED BY THE PLAN, EACH AWARD MAY
BE MADE ALONE OR IN ADDITION OR IN RELATION TO ANY OTHER AWARD. THE TERMS OF
EACH AWARD NEED NOT BE IDENTICAL, AND THE BOARD NEED NOT TREAT PARTICIPANTS
UNIFORMLY.
(d) TERMINATION OF STATUS. THE BOARD SHALL DETERMINE THE EFFECT ON AN AWARD OF
THE DISABILITY, DEATH, RETIREMENT, AUTHORIZED LEAVE OF ABSENCE OR OTHER CHANGE
IN THE EMPLOYMENT OR OTHER STATUS OF A PARTICIPANT AND THE EXTENT TO WHICH, AND
THE PERIOD DURING WHICH, THE PARTICIPANT, THE PARTICIPANT'S LEGAL
REPRESENTATIVE, CONSERVATOR, GUARDIAN OR DESIGNATED BENEFICIARY MAY EXERCISE
RIGHTS UNDER THE AWARD.
(e) WITHHOLDING. EACH PARTICIPANT SHALL PAY TO THE COMPANY, OR MAKE PROVISION
SATISFACTORY TO THE BOARD FOR PAYMENT OF, ANY TAXES REQUIRED BY LAW TO BE
WITHHELD IN CONNECTION WITH AWARDS TO SUCH PARTICIPANT NO LATER THAN THE DATE OF
THE EVENT CREATING THE TAX LIABILITY. EXCEPT AS THE BOARD MAY OTHERWISE PROVIDE
IN AN AWARD, WHEN THE COMMON STOCK IS REGISTERED UNDER THE EXCHANGE ACT,
6
<PAGE>
PARTICIPANTS MAY, TO THE EXTENT THEN PERMITTED UNDER APPLICABLE LAW, SATISFY
SUCH TAX OBLIGATIONS IN WHOLE OR IN PART BY DELIVERY OF SHARES OF COMMON STOCK,
INCLUDING SHARES RETAINED FROM THE AWARD CREATING THE TAX OBLIGATION, VALUED AT
THEIR FAIR MARKET VALUE. THE COMPANY MAY, TO THE EXTENT PERMITTED BY LAW, DEDUCT
ANY SUCH TAX OBLIGATIONS FROM ANY PAYMENT OF ANY KIND OTHERWISE DUE TO A
PARTICIPANT.
(f) AMENDMENT OF AWARD. THE BOARD MAY AMEND, MODIFY OR TERMINATE ANY OUTSTANDING
AWARD, INCLUDING BUT NOT LIMITED TO, SUBSTITUTING THEREFOR ANOTHER AWARD OF THE
SAME OR A DIFFERENT TYPE, CHANGING THE DATE OF EXERCISE OR REALIZATION, AND
CONVERTING AN INCENTIVE STOCK OPTION TO A NONSTATUTORY STOCK OPTION, PROVIDED
THAT THE PARTICIPANT'S CONSENT TO SUCH ACTION SHALL BE REQUIRED UNLESS THE BOARD
DETERMINES THAT THE ACTION, TAKING INTO ACCOUNT ANY RELATED ACTION, WOULD NOT
MATERIALLY AND ADVERSELY AFFECT THE PARTICIPANT.
(g) CONDITIONS ON DELIVERY OF STOCK. THE COMPANY WILL NOT BE OBLIGATED TO
DELIVER ANY SHARES OF COMMON STOCK PURSUANT TO THE PLAN OR TO REMOVE
RESTRICTIONS FROM SHARES PREVIOUSLY DELIVERED UNDER THE PLAN UNTIL (I) ALL
CONDITIONS OF THE AWARD HAVE BEEN MET OR REMOVED TO THE SATISFACTION OF THE
COMPANY, (II) IN THE OPINION OF THE COMPANY'S COUNSEL, ALL OTHER LEGAL MATTERS
IN CONNECTION WITH THE ISSUANCE AND DELIVERY OF SUCH SHARES HAVE BEEN SATISFIED,
INCLUDING ANY APPLICABLE SECURITIES LAWS AND ANY APPLICABLE STOCK EXCHANGE OR
STOCK MARKET RULES AND REGULATIONS, AND (III) THE PARTICIPANT HAS EXECUTED AND
DELIVERED TO THE COMPANY SUCH REPRESENTATIONS OR AGREEMENTS AS THE COMPANY MAY
CONSIDER APPROPRIATE TO SATISFY THE REQUIREMENTS OF ANY APPLICABLE LAWS, RULES
OR REGULATIONS.
(h) ACCELERATION. THE BOARD MAY AT ANY TIME PROVIDE THAT ANY OPTIONS SHALL
BECOME IMMEDIATELY EXERCISABLE IN FULL OR IN PART, THAT ANY RESTRICTED STOCK
AWARDS SHALL BE FREE OF RESTRICTIONS IN FULL OR IN PART OR THAT ANY OTHER AWARDS
MAY BECOME EXERCISABLE IN FULL OR IN PART OR FREE OF SOME OR ALL RESTRICTIONS OR
CONDITIONS, OR OTHERWISE REALIZABLE IN FULL OR IN PART, AS THE CASE MAY BE.
10. MISCELLANEOUS
(a) NO RIGHT TO EMPLOYMENT OR OTHER STATUS. NO PERSON SHALL HAVE ANY CLAIM OR
RIGHT TO BE GRANTED AN AWARD, AND THE GRANT OF AN AWARD SHALL NOT BE CONSTRUED
AS GIVING A PARTICIPANT THE RIGHT TO CONTINUED EMPLOYMENT OR ANY OTHER
RELATIONSHIP WITH THE COMPANY. THE COMPANY EXPRESSLY RESERVES THE RIGHT AT ANY
TIME TO DISMISS OR OTHERWISE TERMINATE ITS RELATIONSHIP WITH A PARTICIPANT FREE
FROM ANY LIABILITY OR CLAIM UNDER THE PLAN, EXCEPT AS EXPRESSLY PROVIDED IN THE
APPLICABLE AWARD.
(b) NO RIGHTS AS STOCKHOLDER. SUBJECT TO THE PROVISIONS OF THE APPLICABLE AWARD,
NO PARTICIPANT OR DESIGNATED BENEFICIARY SHALL HAVE ANY RIGHTS AS A STOCKHOLDER
WITH RESPECT TO ANY SHARES OF COMMON STOCK TO BE DISTRIBUTED WITH RESPECT TO AN
AWARD UNTIL BECOMING THE RECORD HOLDER OF SUCH SHARES. NOTWITHSTANDING THE
FOREGOING, IN THE EVENT THE COMPANY EFFECTS A SPLIT OF THE COMMON STOCK BY MEANS
OF A STOCK DIVIDEND AND THE EXERCISE PRICE OF AND THE NUMBER OF SHARES SUBJECT
TO SUCH OPTION ARE ADJUSTED AS OF THE DATE OF THE DISTRIBUTION OF THE DIVIDEND
(RATHER THAN AS OF THE RECORD DATE FOR SUCH DIVIDEND), THEN AN OPTIONEE WHO
7
<PAGE>
EXERCISES AN OPTION BETWEEN THE RECORD DATE AND THE DISTRIBUTION DATE FOR SUCH
STOCK DIVIDEND SHALL BE ENTITLED TO RECEIVE, ON THE DISTRIBUTION DATE, THE STOCK
DIVIDEND WITH RESPECT TO THE SHARES OF COMMON STOCK ACQUIRED UPON SUCH OPTION
EXERCISE, NOTWITHSTANDING THE FACT THAT SUCH SHARES WERE NOT OUTSTANDING AS OF
THE CLOSE OF BUSINESS ON THE RECORD DATE FOR SUCH STOCK DIVIDEND.
(c) EFFECTIVE DATE AND TERM OF PLAN. THE PLAN SHALL BECOME EFFECTIVE ON THE DATE
ON WHICH IT IS ADOPTED BY THE BOARD, BUT THE CLASSIFICATION OF AN OPTION GRANTED
TO A PARTICIPANT UNDER THE PLAN AS AN INCENTIVE STOCK OPTION SHALL BE
CONDITIONED UPON THE APPROVAL OF THE PLAN BY THE COMPANY'S STOCKHOLDERS WITHIN
ONE YEAR OF THE EFFECTIVE DATE OF THE PLAN. NO AWARD GRANTED TO A PARTICIPANT
AFTER THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE OF THE PLAN THAT IS INTENDED
TO COMPLY WITH SECTION 162(M) SHALL BECOME EXERCISABLE, VESTED OR REALIZABLE, AS
APPLICABLE TO SUCH AWARD, UNLESS AND UNTIL THE PLAN HAS BEEN APPROVED BY THE
COMPANY'S STOCKHOLDERS TO THE EXTENT STOCKHOLDER APPROVAL IS REQUIRED BY SECTION
162(M) IN THE MANNER REQUIRED UNDER SECTION 162(M) (INCLUDING THE VOTE REQUIRED
UNDER SECTION 162(M)). NO AWARDS SHALL BE GRANTED UNDER THE PLAN AFTER THE
COMPLETION OF TEN YEARS FROM THE EARLIER OF (I) THE DATE ON WHICH THE PLAN WAS
ADOPTED BY THE BOARD OR (II) THE DATE THE PLAN WAS APPROVED BY THE COMPANY'S
STOCKHOLDERS, BUT AWARDS PREVIOUSLY GRANTED MAY EXTEND BEYOND THAT DATE.
(d) AMENDMENT OF PLAN. THE BOARD MAY AMEND, SUSPEND OR TERMINATE THE PLAN OR ANY
PORTION THEREOF AT ANY TIME, PROVIDED THAT TO THE EXTENT REQUIRED BY SECTION
162(M), NO AWARD GRANTED TO A PARTICIPANT AFTER THE FIRST ANNIVERSARY OF THE
EFFECTIVE DATE OF THE PLAN AND AFTER THE DATE OF SUCH AMENDMENT THAT IS INTENDED
TO COMPLY WITH SECTION 162(M) SHALL BECOME EXERCISABLE, REALIZABLE OR VESTED, AS
APPLICABLE TO SUCH AWARD, UNLESS AND UNTIL SUCH AMENDMENT SHALL HAVE BEEN
APPROVED BY THE COMPANY'S STOCKHOLDERS ARE REQUIRED BY SECTION 162(M) (INCLUDING
THE VOTE REQUIRED UNDER SECTION 162(M)).
(e) GOVERNING LAW. THE PROVISIONS OF THE PLAN AND ALL AWARDS MADE HEREUNDER
SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REGARD TO ANY APPLICABLE CONFLICTS OF LAW.
8
