TaskDock Inc. 2011 Equity Incentive Plan – Cisco
TASKDOCK INC.
2011 EQUITY INCENTIVE PLAN
SECTION 1. INTRODUCTION.
The TaskDock Inc. 2011 Equity Incentive Plan became effective upon its
adoption by the Company153s Board of Directors on the Effective Date, and must be
approved by the stockholders of the Company, when required by applicable laws,
within twelve (12) months following such date. If the Company153s stockholders do
not approve this Plan, no Awards will be granted under this Plan.
The purpose of the Plan is to promote the long-term success of the Company
and the creation of stockholder value by offering designated Employees and
Consultants an opportunity to share in such long-term success by acquiring a
proprietary interest in the Company. The Plan seeks to achieve this purpose by
providing for discretionary long-term incentive awards in the form of Awards.
The Plan shall be governed by, and construed in accordance with, the laws of
the State of California (except its choice-of-law provisions). Capitalized terms
shall have the meaning provided in Section 2 unless otherwise provided in this
Plan or any related Stock Option Agreement or Stock Unit Agreement.
SECTION 2. DEFINITIONS.
(a) “Affiliate” means any entity other than a Subsidiary, if the Company
and/or one or more Subsidiaries own not less than 50% of such entity.
(b) “Award” means any award of an Option or Stock Unit under the Plan.
(c) “Board” means the Board of Directors of the Company, as constituted from
time to time.
(d) “Cashless Exercise” means, to the extent that a Stock Option Agreement so
provides and as permitted by applicable law, a program approved by the Committee
in which payment may be made all or in part by delivery (on a form prescribed by
the Committee) of an irrevocable direction to a securities broker to sell Shares
and to deliver all or part of the sale proceeds to the Company in payment of the
aggregate Exercise Price and, if applicable, the amount necessary to satisfy the
Company153s withholding obligations at the minimum statutory withholding rates,
including, but not limited to, U.S. federal and state income taxes, payroll
taxes, and foreign taxes, if applicable.
(e) “Cause” means, except as may otherwise be provided in a Participant153s
employment agreement or Award agreement, a conviction of a Participant for a
felony crime or the failure of a Participant to contest prosecution for a felony
crime, or a Participant153s misconduct, fraud or dishonesty (as such terms are
defined by the Committee in its sole discretion), or any unauthorized use or
disclosure of confidential information or trade secrets, in each case as
determined by the Committee, and the Committee153s determination shall be
conclusive and binding.
(f) “Change In Control” means, except as may otherwise be provided in a
Participant153s employment agreement, Stock Option Agreement or Stock Unit
Agreement, the occurrence of any of the following:
(i) A change in the composition of the Board over a period of thirty-six
consecutive months or less such that a majority of the Board members ceases, by
reason of one or more contested elections for Board membership, to be comprised
of individuals who either (A) have been Board members continuously since the
beginning of such period or (B) have been elected or nominated for election as
Board members during such period by at least a majority of the Board
members described in clause (A) who were still in office at the time the
Board approved such election or nomination; or
(ii) The acquisition, directly or indirectly, by any person or related group
of persons (other than the Company or a person that directly or indirectly
controls, is controlled by, or is under common control with, the Company) of
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act)
of securities of the Company representing more than 35% of the total combined
voting power of the Company153s then outstanding securities pursuant to a tender
or exchange offer made directly to the Company153s stockholders which the Board
does not recommend such stockholders accept.
(g) “Code” means the Internal Revenue Code of 1986, as amended, and the
regulations and interpretations promulgated thereunder.
(h) “Committee” means a committee described in Section 3.
(i) “Common Stock” means the Company153s common stock.
(j) “Company” means TaskDock Inc., a Delaware corporation.
(k) “Consultant” means an individual who performs bona fide services to the
Company, a Parent, a Subsidiary or an Affiliate, other than as an Employee or
Director or Non-Employee Director.
(l) “Corporate Transaction” means, except as may otherwise be provided in a
Participant153s employment agreement or Award agreement, the occurrence of any of
the following stockholder approved transactions:
(i) The consummation of a merger or consolidation of the Company with or into
another entity or any other corporate reorganization, if more than 50% of the
combined voting power of the continuing or surviving entity153s securities
outstanding immediately after such merger, consolidation or other reorganization
is owned by persons who were not stockholders of the Company immediately prior
to such merger, consolidation or other reorganization; or
(ii) The sale, transfer or other disposition of all or substantially all of
the Company153s assets.
A transaction shall not constitute a Corporate Transaction if its sole
purpose is to change the state of the Company153s incorporation or to create a
holding company that will be owned in substantially the same proportions by the
persons who held the Company153s securities immediately before such transactions.
(m) “Director” means a member of the Board who is also an Employee.
(n) “Disability” means that the Participant is classified as disabled under a
long-term disability policy of the Company or, if no such policy applies, the
Participant is 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 12 months.
(o) “Effective Date” means August 20, 2011, the date the Plan was adopted by
the Company Board of Directors.
(p) “Employee” means any individual who is a common-law employee of the
Company, a Parent, a Subsidiary or an Affiliate.
(q) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(r) “Exercise Price” means, in the case of an Option, the amount for which a
Share may be purchased upon exercise of such Option, as specified in the
applicable Stock Option Agreement.
(s) “Fair Market Value” means the market price of a Share as determined in
good faith by the Committee. The Fair Market Value shall be determined by the
following:
(i) If the Shares were traded over-the-counter or listed with NASDAQ on the
date in question, then the Fair Market Value shall be equal to the last
transaction price quoted by the NASDAQ system for the date in question; or
(ii) if the Common Stock is listed on the New York Stock Exchange or the
American Stock Exchange on the date in question, the Fair Market Value is the
closing selling price for the Common Stock as such price is officially quoted in
the composite tape of transactions on the exchange determined by the Committee
to be the primary market for the Common Stock for the date in question;
provided, however, that if there is no such reported price for the Common Stock
for the date in question under (i) or (ii), then if available such price on the
last preceding date for which such price exists shall be determinative of Fair
Market Value.
If neither (i) or (ii) are applicable, then the Fair Market Value shall be
determined by the Committee in good faith on such basis as it deems appropriate.
Whenever possible, the determination of Fair Market Value by the Committee
shall be based on the prices reported in the Western Edition of The Wall
Street Journal. Such determination shall be conclusive and binding on all
persons.
(t) “Fiscal Year” means the Company153s fiscal year.
(u) “Grant” means any grant of an Award under the Plan.
(v) “Incentive Stock Option” or “ISO” means an incentive stock option
described in Code 422.
(w) “Non-Employee Director” means a member of the Board who is not an
Employee.
(x) “Nonstatuatory Stock Option” or “NSO” means a stock option that is not an
ISO.
(y) “Option” means a stock option granted under the Plan entitling the
Optionee to purchase Shares.
(z) “Optionee” means an individual, estate or other entity that holds an
Option.
(aa) “Parent” means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if each of the corporations other
than the Company owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain. A
corporation that attains the status of a Parent on a date after the adoption of
the Plan shall be considered a Parent commencing as of such date.
(bb) “Participant” means an individual or estate or other entity that holds
an Award.
(cc) “Plan” means this TaskDock Inc. 2011 Equity Incentive Plan, as it may be
amended from time to time.
(dd) “SEC” means the Securities and Exchange Commission.
(ee) “Securities Act” means the Securities Act of 1933, as amended.
(ff) “Service” means service as an Employee, Director, Non-Employee Director
or Consultant. A Participant153s Service does not terminate when continued service
crediting is required by applicable law. Service terminates in any event when an
approved leave ends, unless such Employee immediately returns to active work.
The Committee determines which leaves count toward Service, and when Service
terminates for all purposes under the Plan. Further, unless otherwise determined
by the Committee, a Participant153s Service shall not be deemed to have terminated
merely because of a change in the capacity in which the Participant provides
service to the Company, a Parent, Subsidiary or Affiliate, or a transfer between
entities (the Company or any Parent, Subsidiary, or Affiliate); provided that
there is no interruption or other termination of Service.
(gg) “Share” means one share of Common Stock, as adjusted pursuant to
Sections 8 and 9, and any successor security.
(hh) “Specified Employee” means an Employee, Director, Non-Employee Director
or Consultant who has been selected by the Committee to receive a Stock Unit
under the Plan.
(ii) “Stock Option Agreement” means the agreement described in Section 6
evidencing each award of an Option.
(jj) “Stock Unit” means a bookkeeping entry representing the equivalent of
one Share, as awarded under the Plan.
(kk) “Stock Unit Agreement” means the agreement described in Section 8
evidencing each Award of a Stock Unit.
(ll) “Subsidiary” means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that attains
the status of a Subsidiary on a date after the adoption of the Plan shall be
considered a Subsidiary commencing as of such date.
SECTION 3. ADMINISTRATION.
(a) General. The Board or a Committee appointed by the Board shall
administer the Plan. Members of the Committee shall serve for such period of
time as the Board may determine and shall be subject to removal by the Board at
any time. The Board may also at any time terminate the functions of the
Committee and reassume all powers and authority previously delegated to the
Committee.
(b) Authority of the Committee. Subject to the provisions of the Plan,
the Committee shall have full authority and sole discretion to take any actions
it deems necessary or advisable for the administration of the Plan. Such actions
shall include:
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(i) |
selecting Participants who are to receive Options under the Plan; |
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(ii) |
determining the type, number, vesting requirements and other features and |
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(iii) |
selecting Specified Employees who are to receive Stock Units under the Plan; |
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(iv) |
determining the type, number, vesting requirements and other features and |
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(v) |
correcting any defect, supplying any omission, or reconciling any |
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(vi) |
accelerating the vesting, or extending the post-termination exercise term, of |
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(vii) |
interpreting the Plan; |
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(viii) |
making all other decisions relating to the operation of the Plan; and |
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(ix) |
adopting such plans or subplans as may be deemed necessary or appropriate to |
The Committee may adopt such rules or guidelines as it deems appropriate to
implement the Plan. The Committee153s determinations under the Plan shall be final
and binding on all persons.
(c) Indemnification. To the maximum extent permitted by applicable
law, each member of the Committee, or of the Board, shall be indemnified and
held harmless by the Company against and from (i) any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by him or her in
connection with or resulting from any claim, action, suit, or proceeding to
which he or she may be a party or in which he or she may be involved by reason
of any action taken or failure to act under the Plan or any Stock Option
Agreement or Stock Unit Agreement, and (ii) from any and all amounts paid by him
or her in settlement thereof, with the Company153s approval, or paid by him or her
in satisfaction of any judgment in any such claim, action, suit, or proceeding
against him or her, provided he or she shall give the Company an opportunity, at
its own expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company153s Certificate of
Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under
any power that the Company may have to indemnify them or hold them harmless.
SECTION 4. GENERAL.
(a) General Eligibility. Only Employees, Directors, Non-Employee
Directors and Consultants shall be eligible to receive Options or Stock Units
under the Plan.
(b) Stock Options. No person shall be eligible for the grant of an
Option so long as Section 260.140.41(b) of Title 10 of the California Code of
Regulations applies unless the requirements of such regulation are satisfied. No
Option granted under the Plan is intended to qualify for the treatment afforded
under Sections 421 and 422 of the Code.
(c) Restrictions on Shares. Any Shares issued pursuant to an Award
shall be subject to such rights of repurchase, rights of first refusal and other
transfer restrictions as the Committee may determine, in its sole discretion.
Such restrictions shall apply in addition to any restrictions that may apply to
holders of Shares generally and shall also comply to the extent necessary with
applicable law. In no event shall the Company be required to issue fractional
Shares under this Plan.
(d) Beneficiaries. Unless stated otherwise in an Award agreement, a
Participant may designate one or more beneficiaries with respect to an Award by
timely filing the prescribed form with the Company. A beneficiary designation
may be changed by filing the prescribed form with the Company at any time before
the Participant153s death. If no beneficiary was designated or if no designated
beneficiary survives the Participant, then after a Participant153s death any
vested Award(s) shall be transferred or distributed to the Participant153s estate.
(e) No Rights as a Stockholder. A Participant, or a transferee of a
Participant, shall have no rights as a stockholder with respect to any Common
Stock covered by an Award until such person has satisfied all of the terms and
conditions to receive such Common Stock, has satisfied any applicable
withholding or tax obligations relating to the Award and the Shares have been
issued (as evidenced by an appropriate entry on the books of the Company or a
duly authorized transfer agent of the Company).
(f) Termination of Service. Unless the applicable Award agreement or,
with respect to Participants who reside in the U.S., the applicable employment
agreement provides otherwise, the following rules shall govern the vesting,
exercisability and term of outstanding Awards held by a Participant in the event
of
termination of such Participant153s Service (in all cases subject to the term
of the Award): (i) upon termination of Service for any reason, all unvested
portions of any outstanding Awards shall be immediately forfeited without
consideration and the vested portions of any outstanding Stock Units shall be
settled upon termination; (ii) if the Service of a Participant is terminated for
Cause, then all unexercised Options, and unvested portions of Stock Units, shall
terminate and be forfeited immediately without consideration; (iii) if the
Service of Participant is terminated for any reason other than for Cause, death,
or Disability, then the vested portion of his/her then-outstanding Options may
be exercised by such Participant or his or her personal representative within
three months after the date of such termination; or (iv) if the Service of a
Participant is terminated due to death or Disability, the vested portion of
his/her then-outstanding Options may be exercised within eighteen months after
the date of termination of Service.
(g) Information Delivery. When required to comply with Section
260.140.41(h) of Title 10 of the California Code of Regulations, the security
holders to whom such information is required to be provided shall be provided
the information required by Section 260.140.46 of Title 10 of the California
Code of Regulations not less frequently than annually.
SECTION 5. SHARES SUBJECT TO PLAN AND SHARE LIMITS.
(a) Basic Limitation. The stock issuable under the Plan shall be
authorized but unissued Shares. The aggregate number of Shares reserved for
Awards under the Plan shall not exceed 1,150,000 Shares, subject to adjustment
pursuant to Section 9 and, when required, compliance with the stockholder
approval requirements of Section 260.140.45 of Title 10 of the California Code
of Regulations.
(b) Additional Shares. If Awards are forfeited or are terminated for
any other reason before being exercised or settled, then the Shares underlying
such Awards shall again become available for Awards under the Plan.
SECTION 6. TERMS AND CONDITIONS OF OPTIONS.
(a) Stock Option Agreement. Each grant of an Option under the Plan
shall be evidenced and governed exclusively by a Stock Option Agreement between
the Optionee and the Company. Such Option shall be subject to all applicable
terms and conditions of the Plan and may be subject to any other terms and
conditions that are not inconsistent with the Plan and that the Committee deems
appropriate for inclusion in a Stock Option Agreement (including without
limitation any performance conditions). The provisions of the various Stock
Option Agreements entered into under the 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 be subject to
adjustment of such number in accordance with Section 9.
(c) Exercise Price. An Option153s Exercise Price shall be established by
the Committee and set forth in a Stock Option Agreement.
(d) Exercisability and Term. Each Stock Option Agreement shall specify
the date when all or any installment of the Option is to become exercisable. The
Stock Option Agreement shall also specify the term of the Option; provided that
the term of an Option shall in no event exceed nine years from the date of
grant. Unless the applicable Stock Option Agreement provides otherwise, each
Option shall vest and become exercisable with respect to 25% of the Shares
subject to the Option upon completion of one year of Service measured from the
vesting commencement date, the balance of the Shares subject to the Option shall
vest and become exercisable in thirty-six equal installments upon completion of
each month of Service thereafter, and the term of the Option shall be nine years
from the date of grant. A Stock Option Agreement may provide for accelerated
vesting in the event of the Participant153s death, Disability, or other events.
Notwithstanding any other provision of the Plan, no Option can be exercised
after the expiration
date provided in the applicable Stock Option Agreement and no Option may
provide that, upon exercise of the Option, a new Option will automatically be
granted.
(e) Modifications of Options. Within the limitations of the Plan, the
Committee may modify outstanding Options provided that no modification of an
Option shall, without the consent of the Optionee, impair his or her rights
under such Option.
(f) Assignment or Transfer of Options. Except as otherwise provided in
the applicable Stock Option Agreement and then only to the extent permitted by
applicable law, no Option shall be transferable by the Optionee other than by
will or by the laws of descent and distribution. Except as otherwise provided in
the applicable Stock Option Agreement, an Option may be exercised during the
lifetime of the Optionee only by the Optionee or by the guardian or legal
representative of the Optionee. No Option or interest therein may be assigned,
pledged or hypothecated by the Optionee during his or her lifetime, whether by
operation of law or otherwise, or be made subject to execution, attachment or
similar process.
SECTION 7. PAYMENT FOR OPTION SHARES.
The entire Exercise Price of Shares issued upon exercise of Options shall be
payable in cash at the time when such Shares are purchased, except as follows
and only if so provided for in an applicable Stock Option Agreement:
(i) Surrender of Stock. Payment for all or any part of the Exercise
Price may be made with Shares which have already been owned by the Optionee;
provided that the Committee may, in its sole discretion, require that Shares
tendered for payment be previously held by the Optionee for a minimum duration.
Such Shares shall be valued at their Fair Market Value.
(ii) Cashless Exercise. Payment for all or any part of the Exercise
Price may be made through Cashless Exercise.
(iii) Other Forms of Payment. Payment for all or any part of the
Exercise Price may be made in any other form that is consistent with applicable
laws, regulations and rules and approved by the Committee.
The Stock Option Agreement may specify that payment may be made in any
form(s) described in this Section 7.
SECTION 8. TERMS AND CONDITIONS OF STOCK UNITS.
(a) Stock Unit Agreement. Each grant of Stock Units under the Plan
shall be evidenced and governed exclusively by a Stock Unit Agreement between
the Specified Employee and the Company. Such Stock Units shall be subject to all
applicable terms and conditions of the Plan and may be subject to any other
terms and conditions that are not inconsistent with the Plan and that the
Committee deems appropriate for inclusion in the applicable Stock Unit Agreement
(including without limitation any performance conditions). The provisions of the
various Stock Unit Agreements entered into under the Plan need not be identical.
Stock Units may be granted in consideration of a reduction in the Specified
Employee153s other compensation.
(b) Number of Shares. Each Stock Unit Agreement shall specify the
number of Shares to which the Stock Unit Grant pertains and shall be subject to
adjustment of such number in accordance with Section 9.
(c) Payment for Stock Units. Stock Units shall be issued without
consideration.
(d) Vesting Conditions. Unless the applicable Stock Unit Agreement
provides otherwise, each Stock Unit shall vest with respect to 25% of the Shares
subject to the Stock Unit upon completion of each year of Service on each of the
first through fourth annual anniversaries of the vesting commencement date.
(e) Voting Rights. The holders of Stock Units shall have no voting
rights.
(f) Form and Time of Settlement. Settlement of vested Stock Units may
be made in the form of (i) cash, (ii) Shares or (iii) any combination of both,
as determined by the Committee at the time of grant of the Stock Units, in its
sole discretion. Methods of converting Stock Units into cash may include
(without limitation) a method based on the average Fair Market Value of Shares
over a series of trading days. Vested Stock Units may be settled in a lump sum
or in installments, provided, however, that any settlement of Vested Stock Units
in installments shall be exempt from or otherwise comply with the provisions
regarding deferred compensation set forth in Section 409A of the Code. The
distribution may occur or commence when the vesting conditions applicable to the
Stock Units have been satisfied or have lapsed, in accordance with applicable
law, to any later date. Until an Award of Stock Units is settled, the number of
such Stock Units shall be subject to adjustment pursuant to Section 9.
(g) Creditors153 Rights. A holder of Stock Units shall have no rights
other than those of a general creditor of the Company. Stock Units represent an
unfunded and unsecured obligation of the Company, subject to the terms and
conditions of the applicable Stock Unit Agreement.
(h) Modifications or Assumption of Stock Units. Within the limitations
of the Plan, the Committee may modify or assume outstanding Stock Units or may
accept the cancellation of outstanding Stock Units (including stock units
granted by another issuer) in return for the grant of new Stock Units for the
same or a different number of Shares and with the same or different vesting
provisions. Notwithstanding the preceding sentence or anything to the contrary
herein, no modification of a Stock Unit shall, without the consent of the
Specified Employee, impair his or her rights or obligations under such Stock
Unit.
(i) Assignment or Transfer of Stock Units. Except as otherwise
provided in the applicable Stock Unit Agreement and then only to the extent
permitted by applicable law, Stock Units shall not be anticipated, assigned,
attached garnished, optioned, transferred or made subject to any creditor153s
process, whether voluntarily, involuntarily or by operation of law. Any act in
violation of this Section 8(i) shall be void. However, this Section 8(i) shall
not preclude a Specified Employee from designating a beneficiary who will
receive any outstanding vested Stock Units in the event of the Specified
Employee153s death, nor shall it preclude a transfer of vested Stock Units by will
or by the laws of descent and distribution.
SECTION 9. PROTECTION AGAINST DILUTION.
(a) Adjustments. In the event of a subdivision of the outstanding
Shares, a declaration of a dividend payable in Shares, a declaration of a
dividend payable in a form other than Shares in an amount that has a material
effect on the price of Shares, a combination or consolidation of the outstanding
Shares (by reclassification or otherwise) into a lesser number of Shares, a
recapitalization, a spin-off or a similar occurrence, the Committee shall make
appropriate adjustments to the following:
(i) the number of Shares and the kind of shares or securities available for
future Awards under Section 5;
(ii) the number of Shares and the kind of shares or securities covered by
each outstanding Award; or
(iii) the Exercise Price under each outstanding Option.
(b) Participant Rights. Except as provided in this Section 9, a
Participant shall have no rights by reason of any issue by the Company of stock
of any class or securities convertible into stock of any class, any
subdivision or consolidation of shares of stock of any class, the payment of
any stock dividend or any other increase or decrease in the number of shares of
stock of any class. If by reason of an adjustment pursuant to this Section 9 a
Participant153s Award covers additional or different shares of stock or
securities, then such additional or different shares and the Award in respect
thereof shall be subject to all of the terms, conditions and restrictions which
were applicable to the Award and the Shares subject to the Award prior to such
adjustment.
(c) Fractional Shares. Any adjustment of Shares pursuant to this
Section 9 shall be rounded down to the nearest whole number of Shares. Under no
circumstances shall the Company be required to authorize or issue fractional
shares and no consideration shall be provided as a result of any fractional
shares not being issued or authorized.
SECTION 10. EFFECT OF A CORPORATE TRANSACTION.
(a) Corporate Transaction. In the event that the Company is a party to
a Corporate Transaction, outstanding Awards shall be subject to the applicable
agreement of merger, reorganization, or sale of assets. Such agreement may
provide, without limitation, for the assumption or substitution of outstanding
Options or Stock Units by the surviving corporation or its parent, for the
replacement of outstanding Options and Stock Units with a cash incentive program
of the surviving corporation which preserves the spread existing on the unvested
portions of such outstanding Awards at the time of the transaction and provides
for subsequent payout in accordance with the same vesting provisions applicable
to those Awards, or for the cancellation of outstanding Options and/or Stock
Units, with or without consideration, in all cases without the consent of the
Participant.
(b) Acceleration. The Committee may determine, at the time of grant of
an Award or thereafter, that such Award shall become fully vested as to all
Shares subject to such Award in the event that a Corporate Transaction or a
Change in Control occurs. Unless otherwise provided in the applicable Award
agreement, in the event that a Corporate Transaction occurs and any outstanding
Options or Stock Units are not assumed, substituted, or replaced with a cash
incentive program pursuant to Section 10(a), then such Options or Stock Units
shall terminate and cease to be outstanding.
(c) Dissolution. To the extent not previously exercised or settled,
Options or Stock Units shall terminate immediately prior to the dissolution or
liquidation of the Company.
SECTION 11. LIMITATIONS ON RIGHTS.
(a) No Entitlements. A Participant153s rights, if any, in respect of or
in connection with any Award is derived solely from the discretionary decision
of the Company to permit the individual to participate in the Plan and to
benefit from a discretionary Award. By accepting an Award under the Plan, a
Participant expressly acknowledges that there is no obligation on the part of
the Company to continue the Plan and/or grant any additional Awards. Any Award
granted hereunder is not intended to be compensation of a continuing or
recurring nature, or part of a Participant153s normal or expected compensation,
and in no way represents any portion of a Participant153s salary, compensation, or
other remuneration for purposes of pension benefits, severance, redundancy,
resignation or any other purpose.
Neither the Plan nor any Award granted under the Plan shall be deemed to give
any individual a right to remain an employee, consultant or director of the
Company, a Parent, a Subsidiary or an Affiliate. The Company and its Parents and
Subsidiaries and Affiliates reserve the right to terminate the Service of any
person at any time, and for any reason, subject to applicable laws, the
Company153s Certificate of Incorporation and Bylaws and a written employment
agreement (if any), and such terminated person shall be deemed irrevocably to
have waived any claim to damages or specific performance for breach of contract
or dismissal, compensation for loss of office, tort or otherwise with respect to
the Plan or any outstanding Award that is forfeited and/or is terminated by its
terms or to any future Award.
(b) Stockholders153 Rights. A Participant shall have no dividend rights,
voting rights or other rights as a stockholder with respect to any Shares
covered by his or her Award prior to the issuance of such Shares (as evidenced
by an appropriate entry on the books of the Company or a duly authorized
transfer agent of the Company). No adjustment shall be made for cash dividends
or other rights for which the record date is prior to the date when such Shares
are issued, except as expressly provided in Section 9.
(c) Regulatory Requirements. Any other provision of the Plan
notwithstanding, the obligation of the Company to issue Shares or other
securities under the Plan shall be subject to all applicable laws, rules and
regulations and such approval by any regulatory body as may be required. The
Company reserves the right to restrict, in whole or in part, the delivery of
Shares or other securities pursuant to any Award prior to the satisfaction of
all legal requirements relating to the issuance of such Shares or other
securities, to their registration, qualification or listing or to an exemption
from registration, qualification or listing.
SECTION 12. WITHHOLDING TAXES.
(a) General. A Participant shall make arrangements satisfactory to the
Company for the satisfaction of any withholding tax obligations that arise in
connection with his or her Award. The Company shall not be required to issue any
Shares or make any cash payment under the Plan until such obligations are
satisfied.
(b) Share Withholding. If a public market for the Company153s Shares
exists, the Committee may permit a Participant to satisfy all or part of his or
her withholding or income tax obligations by having the Company withhold all or
a portion of any Shares that otherwise would be issued to him or her or by
surrendering or attesting to all or a portion of any Shares that he or she
previously acquired. Such Shares shall be valued based on the value of the
actual trade or, if there is none, the Fair Market Value as of the previous day.
Any payment of taxes by assigning Shares to the Company may be subject to
restrictions, including, but not limited to, any restrictions required by rules
of the SEC. The Committee may, in its discretion, also permit a Participant to
satisfy withholding or income tax obligations related to an Award through
Cashless Exercise or through a sale of Shares underlying the Award.
SECTION 13. DURATION AND AMENDMENTS.
(a) Term of the Plan. The Plan shall become effective upon its
approval by Board, subject to the approval of the Company153s stockholders in
compliance, when required, with Section 260.140.41(g) of Title 10 of the
California Code of Regulations. The Plan shall terminate on the ninth
anniversary of the date of approval by the Company153s stockholders and may be
terminated on any earlier date pursuant to this Section 13.
(b) Right to Amend or Terminate the Plan. The Board may amend or
terminate the Plan at any time and for any reason. The termination of the Plan,
or any amendment thereof, shall not impair the rights or obligations of any
Participant under any Award previously granted under the Plan without the
Participant153s consent. No Awards shall be granted under the Plan after the
Plan153s termination. An amendment of the Plan shall be subject to the approval of
the Company153s stockholders only to the extent such approval is otherwise
required by applicable laws, regulations or rules.
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