{"id":38228,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1995-stock-option-plan-agraquest-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1995-stock-option-plan-agraquest-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1995-stock-option-plan-agraquest-inc.html","title":{"rendered":"1995 Stock Option Plan &#8211; AgraQuest Inc."},"content":{"rendered":"<pre>                                 AgraQuest, Inc.\n                                ---------------\n\n                           1995  STOCK  OPTION  PLAN\n                           ------------------------- \n                                  As Amended\n\n\n1. PURPOSE: This 1995 Stock Option Plan (\"Plan\") is established as a\ncompensatory plan to attract, retain and provide equity incentives to selected\npersons to promote the financial success of AgraQuest, Inc. a Delaware\ncorporation, (the \"Company\"). Capitalized terms not previously defined herein\nare defined in Section 17 of this Plan.\n\n2. TYPES OF OPTIONS AND SHARES: Options granted under this Plan (the \"Options\")\nmay be either (a) incentive stock options (\"ISO\"') within the meaning of Section\n42:2 of the Internal Revenue Code of 1986, as amended (the \"revenue Code\"), or\n(b) nonqualified stock options (\"NQSOs\"), as designated at the time of grant.\nThe shares of stock that may be purchased upon exercise of Options granted under\nthis Plan (the \"Shares\") are shares of the common stock, $0.001 par value, of \nthe Company.\n\n3. NUMBER OF SHARES: The aggregate number of Shares that may be issued pursuant\nto Options granted under this Plan is 2,500,000 Shares, subject to adjustment as\nprovided in this Plan. If any Option expires or is terminated without being\nexercised in whole or in part, the unexercised or released Shares from such\nOption shall be available for future grant and purchase under this Plan. At all\ntimes during the term of this Plan, the Company shall reserve and keep available\nsuch number of Shares as shall be required to satisfy the requirements of\noutstanding Options under this Plan.\n\n4. ELIGIBILITY: Options may be granted to employees, officers, directors,\nconsultants, independent contractors and advisers (provided such consultants,\ncontractors and advisers render bona fide services not in connection with the\noffer and sale of securities in a capital-raising transaction) of the Company or\nany Parent, Subsidiary or Affiliate of the Company. ISOs may be granted only to\nemployees (including officers and directors who are also employees) of the\nCompany or a Parent or Subsidiary of the Company. The Committee (as defined in\nSection 14) in its sole discretion shall select the recipients of Options\n(\"Optionees\"). An Optionee may be granted more than one Option under this Plan.\nThe Company may also, from time to time, assume outstanding options granted by\nanother company, whether in connection with an acquisition of such other company\nor otherwise, by either (a) granting an Option under this Plan in replacement of\nthe option assumed by the Company, or (b) treating the assumed option as if it\nhad been granted under this Plan if the terms of such assumed option could be\napplied to an Option granted under this Plan. Such assumption shall be\npermissible if the holder of the assumed option would have been eligible to be\ngranted an Option hereunder if the other company had applied the rules of this\nPlan to such grant.\n\n5. TERMS AND CONDITIONS OF OPTIONS: The Committee shall determine whether each\nOption is to be an ISO or an NQSO, the number of Shares subject to the Option,\nthe exercise price of the Option, the period during which the Option may he\nexercised. and all other terms and conditions of the Option, subject to the\nfollowing:\n\n                                      C 1\n\n \n.  5.1 FORM OF OPTION GRANT: Each Option granted under this Plan shall be\nevidenced by a written Stock Option Grant (the \"Grant\") in such form (which need\nnot be the same for each Optionee) as the Committee shall from time to time\napprove. The Grant shall comply with and be subject to the terms and conditions\nof this Plan.\n\n.  5.2 DATE OF GRANT: The date of grant of an Option shall be the date on which\nthe Committee makes the determination to grant such Option unless otherwise\nspecified by the Committee. The Grant representing the Option will be delivered\nto Optionee with a copy of this Plan within a reasonable time after the granting\nof the Option.\n\n.  5.3 EXERCISE PRICE: The exercise price of an Option shall be not less than\n100% of the Fair Market Value of the Shares on the date the Option is granted.\nThe exercise price of any Option granted to a person owning more than 10% of the\ntotal combined voting power of all classes of stock of the Company or any Parent\nor Subsidiary of the Company (\"Ten Percent Shareholder\") shall not be less than\n110% of the Fair Market Value of the Shares on the date the Option is granted.\n\n.  5.4 EXERCISE PERIOD: Options shall be exercisable within the times or upon\nthe events determined by the Committee as set forth in the Grant; provided,\nhowever, that no Option shall be exercisable after the expiration of ten (10)\nyears from the date the Option is granted, and provided further that no ISO\ngranted to a Ten Percent Shareholder shall be exercisable after the expiration\nof five (5) years from the date the Option is granted.\n\n.  5.5 LIMITATIONS ON ISOs: The aggregate Fair Market Value (determined as of\nthe time an Option is granted) of stock with respect to which ISOs are\nexercisable for the first time by an Optionee during any calendar year (under\nthis Plan or under any other incentive stock option plan of the Company or any\nParent or Subsidiary of the Company) shall not exceed $100,000. If the Fair\nMarket Value of Shares with respect to which ISOs are exercisable for the first\ntime by an Optionee during any calendar year exceeds $100,000, the Options for\nthe first $100,000 worth of Shares to become exercisable in such year shall be\nISOs and the Options for the amount in excess of $100,000 that becomes\nexercisable in that year shall be NQSOs. In the event that the Revenue Code or\nthe regulations promulgated thereunder are amended after the effective date of\nthis Plan to provide for a different limit on the Fair Market Value of Shares\npermitted to be subject to ISOs, such different limit shall be incorporated\nherein and shall apply to any Options granted after the effective date of such\namendment.\n\n.  5.6 OPTIONS NON-TRANSFERABLE: Options granted under this Plan, and any\ninterest therein, shall not be transferable or assignable by Optionee, and may\nnot be made subject to execution, attachment or similar process, otherwise than\nby will or by the laws of descent and distribution or pursuant to a qualified\ndomestic relations order as defined by the Code or Title I of the Employee\nRetirement Income Security Act or the rules thereunder, and shall be exercisable\nduring the lifetime of Optionee only by Optionee; provided. however, that NQSOs\nheld by an Optionee who is not an officer or director of the Company or other\nperson (in each case, an \"Insider\") whose transactions in the Company's common\nstock are subject to Section 16(b) of the Securities Exchange Act of 1934, as\namended (the \"Exchange Act\"), may be transferred to such family members, trusts\nand charitable institutions as the Committee, in its sole discretion, shall\napprove at the time of the grant of such Option.\n\n                                      C 2\n\n \n.  5.7 ASSUMED OPTIONS: In the event the Company assumes an option granted by\nanother company, the terms and conditions of such option shall remain unchanged\n(except the exercise price and the number and nature of shares issuable upon\nexercise, which will be adjusted appropriately pursuant to Section 424 of the\nRevenue Code). In the event the Company elects to grant a new option rather than\nassuming an existing option (as specified in Section 4), such new option need\nnot he granted at Fair Market Value on the date of grant and may instead be\ngranted with a similarly adjusted exercise price.\n\n6.    EXERCISE OF OPTIONS:\n\n.  6.1 NOTICE: Options may be exercised only by delivery to the Company of a\nwritten stock option exercise agreement (the \"Exercise Agreement\") in a form\napproved by the Committee (which need not be the same for each Optionee),\nstating the number of Shares being purchased, the restrictions imposed on the\nShares, if any, and such representations and agreements regarding Optionee's\ninvestment intent and access to information, if any, as may be required by the\nCompany to comply with applicable securities laws, together with payment in full\nof the exercise price for the number of Shares being purchased.\n\n.  6.2 PAYMENT: Payment for the Shares may be made in cash (by check) or, where\napproved by the Committee in its sole discretion and where permitted by law: (a)\nby cancellation of indebtedness of the Company to the Optionee; (b) by surrender\nof shares of common stock of the Company having a Fair Market Value equal to the\napplicable exercise price of the Options that have been owned by Optionee for\nmore than six (6) months (and which have been paid for within the meaning of the\nSecurities and Exchange Commission (\"'SEC\") Rule 144 and, if such Shares were\npurchased from the Company by use of a promissory note, such note has been fully\npaid with respect to such shares), or were obtained by Optionee in the open\npublic market; (c) by waiver of compensation due or accrued to Optionee for\nservices rendered; (d) provided that a public market for the Company's stock\nexists, through a \"same day sale\" commitment from Optionee and a broker dealer\nthat is a member of the National Association of Securities Dealers (an \"NASD\nDealer\") whereby Optionee irrevocably elects to exercise The Option and to sell\na portion of the Shares so purchased to pay for the exercise price and whereby\nthe NASD Dealer irrevocably commits upon receipt of such Shares to forward the\nexercise price directly to the Company; (e) provided that a public market for\nthe Company's stock exists, through a \"margin\" commitment from Optionee and an\nNASD Dealer whereby Optionee irrevocably elects to exercise the Option and to\npledge the Shares so purchased to the NASD Dealer in a margin account as\nsecurity for a loan from the NASD Dealer in the amount of the exercise price,\nand whereby the NASD Dealer irrevocably commits upon receipt of such Shares to\nforward the exercise price directly to the Company; or (f) by any combination of\nthe foregoing.\n\n                                      C 3\n\n \n.  6.3 WITHHOLDING TAXES: Prior to issuance of the Shares upon exercise of an\nOption, Optionee shall pay or make adequate provision for any federal or state\nwithholding obligations of the Company, if applicable. Where approved by the\nCommittee in its sole discretion, Optionee may provide for payment of\nwithholding taxes upon exercise of the Option by requesting that the Company\nretain Shares with a Fair Market Value equal to the minimum amount of taxes\nrequired to be withheld. In such case, the Company shall issue the net number of\nShares to Optionee by deducting the Shares retained from the Shares exercised.\nThe Fair Market Value of the Shares to be withheld shall be determined on the\ndate that the amount of tax to be withheld is to be determined in accordance\nwith Section 83 of the Revenue Code (the \"Tax Date\"). All elections by Optionees\nto have Shares withheld for this purpose shall be made in writing in a form\nacceptable to the Committee and shall be subject to the following restrictions:\n     (a) the election must be made on or prior to the applicable Tax Date; \n     (b) once made, the election shall be irrevocable as to The particular\n         Shares as to which the election is made; and\n\n     (c) all elections shall be subject to the consent or disapproval of the\n         Committee.\n\n     In addition, if Optionee is an Insider, and if the Company is subject to\n         Section 16(b) of the Exchange Act, the following shall apply:\n\n     (d) the election may not be made within six (6) months of the date of grant\n         of the Option; provided, however, that this limitation shall not apply\n         in the event that death or disability of Optionee occurs prior to the\n         expiration of the six (6) month period;\n     (e) the election must be made either six (6) months prior to the Tax Date\n         or in the 10-day period beginning on the third day following the public\n         release of the Company's quarterly or annual summary statement of\n         operations; and\n\n     (f) if the Tax Date is deferred until six months after exercise of the\n         Option because no election is filed under Section 83(b) of the Revenue\n         Code, Optionee shall receive the full number of Shares with respect to\n         which the Option is exercised, but Optionee shall be unconditionally\n         obligated to tender back to the Company the proper number of Shares on\n         the Tax Date.\n\n.  6.4  LIMITATIONS ON EXERCISE: Notwithstanding the exercise periods set forth\nin the Grant, exercise of an Option shall always be subject to the following :\n\n         6.4.1 If Optionee ceases to be employed by the Company or any Parent,\nSubsidiary or Affiliate of the Company for any reason except death or\ndisability, Optionee may exercise such Optionee's ISOs to the extent (and only\nto the extent) that they would have been exercisable upon the date of\ntermination, within ninety (90) days after the date of termination (or such\nshorter time period as may be specified in the Grant).\n\n         6.4.2 If Optionee is an insider and the Company is subject to Section\n16(b) of the Exchange Act, Optionee's Option will remain exercisable until the\nend of the thirty (30) day period commencing on the first date on which Optionee\nmay exercise without having a matching purchase and sale under Section 16(b).\nwith any extension beyond ninety (90) days after termination of employment\ndeemed to be as an NQSO, and provided further that in no event may an Option be\nexercisable later than the expiration date of the Option.\n\n                                      C 4\n\n \n         6.4.3 If Optionee's employment with the Company or any Parent,\nSubsidiary or Affiliate of the Company is terminated because of the death of\nOptionee or disability of Optionee within the meaning of Section 22(e)(3) of the\nRevenue Code, Optionee's ISOs may be exercised to the extent (and only to the\nextent) that they would have been exercisable by Optionee on the date of\ntermination, by Optionee (or Optionee's legal representative) within twelve (12)\nmonths after the date of termination (or such shorter time period as may be\nspecified in the Grant), but in any event no later than the expiration date of\nthe ISOs.\n\n         6.4.4 The Committee shall have discretion to determine whether Optionee\nhas ceased to be employed by the Company or any Parent, Subsidiary or Affiliate\nof the Company and the effective date on which such employment terminated.\n\n         6.4.5 In the case of an Optionee who is a director, independent\nconsultant, contractor or adviser, the Committee will have the discretion to\ndetermine whether Optionee is \"employed by the Company or any Parent, Subsidiary\nor affiliate of the Company\" pursuant to the foregoing Sections.\n\n         6.4.6 The Committee may specify a reasonable minimum number of Shares\nthat may be purchased on any exercise of an Option. provided that such minimum\nnumber will not prevent Optionee from exercising the full number of Shares as to\nwhich the Option is then exercisable.\n\n         6.4.7 An Option shall not be exercisable unless such exercise is in\ncompliance with the Securities Act of 1933 as amended (the \"Securities Act\"),\nall applicable state securities laws and the requirements of any stock exchange\nor national market system upon which the Shares may then be listed, as they are\nin effect on the date of exercise. The Company shall be under no obligation to\nregister the Shares with the SEC or to effect compliance with the registration,\nqualification or listing requirements of any state securities laws, stock\nexchange or national market system, and the Company shall have no liability for\nany inability or failure to do\n\n7. RESTRICTIONS ON SHARES: At the discretion of the Committee, the Company may\nreserve to itself and\/or its assignee(s) in the Grant (a) a right of first\nrefusal to purchase all Shares that an Optionee (or a subsequent transferee) may\npropose to transfer to a third party and or (b) a right to repurchase a portion\nof or all Shares held by an Optionee upon Optionee's termination of employment\nor service with the Company or a Parent, Subsidiary or Affiliate of the Company,\nfor any reason within a specified time as determined by the Committee at the\ntime of grant at Optionee's original purchase price, the Fair Market Value of\nsuch Shares or a price determined by a formula or other provision set forth in\nthe Grant.\n\n8. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS: The Committee shall have the\npower to modify, extend or renew outstanding Options and to authorize the grant\nof new Options in substitution therefor, provided that any such action may not,\nwithout the written consent of Optionee, impair any rights under any Option\npreviously granted. Any outstanding ISO that is modified, extended, renewed or\notherwise altered shall be treated in accordance with Section 424(h) of the\nRevenue Code. The Committee shall have the power to reduce the exercise price of\noutstanding Options without the consent of Optionees by a written notice to the\nOptionees affected; provided, however, that the exercise price per Share may not\nbe reduced below the minimum exercise price that would be permitted under\nSection 5.3 of this Plan for Options granted on the date the action is taken to\nreduce the exercise price.\n\n                                      C 5\n\n \n9. STOCK OWNERSHIP, FINANCIAL STATEMENTS: No Optionee shall have any of the\nrights of a shareholder with respect to any Shares subject to an Option until\nsuch Option is properly exercised. No adjustment shall be made for dividends or\ndistributions or other rights for which the record date is prior to such date,\nexcept as provided in this Plan. However, the Company shall make available to\neach Optionee in the office of the Treasurer, during the period for which\nOptionee has one or more Options outstanding, copies of the financial statements\nof the Company, consisting of, at a minimum, a balance sheet and an income\nstatement, at such time after the close of each fiscal year of the Company as\nsuch statements are released by the Company to its shareholders. The Company\nshall not be required to provide such information to key employees whose duties\nin connection with the Company assume their access to equivalent information.\n\n10. NO OBLIGATION TO EMPLOY: Nothing in this Plan or any Option granted under\nthis Plan shall confer on any Optionee any right to continue in the employ of,\nor other relationship with, the Company or any Parent, Subsidiary or Affiliate\nof the Company or limit in any way the right of the Company or any Parent,\nSubsidiary or Affiliate of the Company to terminate Optionee's employment or\nother relationship at any time, with or without cause.\n\n11. ADJUSTMENT OF OPTION SHARES: In the event that the number of outstanding\nshares of common stock of the company is changed by a stock dividend, stock\nsplit, reverse stock split, recapitalization, combination, reclassification or\nsimilar change in the capital structure of the Company without consideration, or\nif a substantial portion of the assets of the Company are distributed, without\nconsideration in a spinoff or similar transaction, to the shareholders of the\nCompany, the number of Shares available under this Plan and the number of Shares\nsubject to outstanding Options and the exercise price per Share of such Options\nshall be proportionately adjusted, subject to any required action by the Board\nof Directors (the \"Board\") or shareholders of the Company and compliance with\napplicable securities laws; provided, however, that a fractional share shall not\nbe issued upon exercise of any Option and any fractions of a Share that would\nhave resulted shall either be cashed out at Fair Market Value or the number of\nShares issuable under the Option shall be rounded up to the nearest whole\nnumber, as determined by the Committee; and provided further that the exercise\nprice may not be decreased to below the par value, if any, for the Shares.\n\n                                      C 6\n\n \n12. ASSUMPTION OF OPTIONS BY SUCCESSORS.\n.   12.1 ASSUMPTION OR SUBSTITUTION:\nIn the event of:\n     (a) a merger or consolidation in which the Company is not the surviving\n         corporation (other than a merger or consolidation with a wholly owned\n         subsidiary, a reincorporation, or other transaction in which there is\n         no substantial change in the shareholders of the corporation and the\n         Options granted under this Plan are assumed by the successor\n         corporation, which assumption shall be binding on all Optionees),\n     (b) a dissolution or liquidation of the Company,\n     (c) the sale of substantially all of the assets of the Company,\n  or (d) any other transaction which qualifies as a \"corporate transaction\"\n         under Section 424(a) of the Revenue Code wherein the shareholders of\n         the Company give up all of their equity interest in the Company (except\n         for the acquisition of all or substantially all of the outstanding\n         shares of the Company),\nany or all outstanding Options may be assumed by the successor corporation,\nwhich assumption shall be binding on all Optionees. In the alternative, the\nsuccessor corporation may substitute an equivalent option or provide\nsubstantially similar consideration to Optionees as was provided to shareholders\n(after taking into account the existing provisions of Optionee's options, such\nas the exercise price and the vesting schedule). The successor corporation may\nalso issue, in place of outstanding shares of the Company held by Optionee as a\nresult of the exercise of an Option that is subject to repurchase, substantially\nsimilar shares or other property subject to similar repurchase restrictions no\nless favorable to Optionee.\n\n.   12.2 VESTING and EXPIRATION: In the event such successor corporation, if\nany, refuses to assume or substitute Options, as provided above, pursuant to a\ntransaction described in Subsections 12.1 above, or there is no successor\ncorporation, and if the Company is ceasing to exist as a separate corporate\nentity, the Options shall, notwithstanding any contrary terms in the Grant, all\nunexercised Options theretofore granted under the Plan shall become immediately\nfully vested and exercisable. Upon Optionee's exercise of his Options in\naccordance with the term of the Plan prior to the closing of any such\ndissolution, consolidation or merger, and issuance of a stock certificate for\nthe purchased shares, the Optionee shall become a stockholder of the company\nwith respect to such shares. If the then-outstanding Options are not exercised\nat the time such dissolution, merger or consolidation becomes effective, those\nOptions shall then terminate and become null and void (and, in the case of a\ntransaction described in Subsection 12.1(a) above, if the Company has reserved\nto itself a right to repurchase Shares issued on exercise of Options at the\noriginal purchase price of such Shares, such right shall terminate).\n\n.   12.3 ADDITIONAL PROVISIONS: Subject to the foregoing provisions of this\nSection 12, in the event of the occurrence of any transaction described in\nSection 12.1, any outstanding Option shall be treated as provided in the\napplicable agreement or plan of merger, consolidation, dissolution, liquidation,\nsale of assets or other \"corporate transaction\".\n\n                                      C 7\n\n \n13. ADOPTION AND SHAREHOLDER APPROVAL: This Plan shall become effective on the\ndate that it is adopted by the Board of the Company. This Plan shall be approved\nby the shareholders of the Company, in any manner permitted by applicable\ncorporate law, within twelve months before or after the date this Plan is\nadopted by the Board. Upon the effective date of the Plan, the Board may grant\nOptions pursuant to this Plan; provided that, in the event that shareholder\napproval is not obtained within the time period provided herein, all Options\ngranted hereunder shall terminate. No Option that is issued as a result of any\nincrease in the number of shares authorized to be issued under this Plan shall\nbe exercised prior to the time such increase has been approved by the\nshareholders of the Company and all such Options granted pursuant to such\nincrease shall similarly terminate if such shareholder approval is not obtained.\nAfter the Company becomes subject to Section 16(b) of the Exchange Act, the\nCompany will comply with the requirements of Rule 16b-3 with respect to\nshareholder approval.\n\n14. ADMINISTRATION: This Plan may be administered by the Board or a committee\nappointed by the Board (the \"Committee\"). If at the time the Company registers\nunder the Exchange Act, a majority of the Board is not comprised of\nDisinterested Persons. the Company will take appropriate steps to comply with\nthe disinterested director requirements of Section 16(b) of the Exchange Act,\nwhich may consist of the appointment by the Board of a Committee consisting of\nnot less than two members of the Board, each of whom is a Disinterested Person.\nAs used in this Plan. references to the \"Committee\" shall mean either the\ncommittee appointed by the Board to administer this Plan or the Board if no\ncommittee has been established. After registration of the Company under the\nExchange Act, Board members who are not Disinterested Persons may not vote on\nany matters affecting the administration of this Plan or on the grant of any\nOptions pursuant to this Plan, but any such member may be counted for\ndetermining the existence of a quorum at any meeting of the Board during which\naction is taken with respect to Options or administration of this Plan. The\ninterpretation by the Committee of any of the provisions of this Plan or any\nOption granted under this Plan shall be final and binding upon the Company and\nall persons having an interest in any Option or any Shares purchased pursuant to\nan Option. The Committee may delegate to officers of the Company the authority\nto grant Options under this Plan to Optionees who are not Insiders of the\nCompany.\n\n15. TERM OF PLAN: Options may be granted pursuant to this Plan from time to time\nwithin a period of ten (10) years after the date on which this Plan is adopted\nby the Board.\n\n16. AMENDMENT OR TERMINATION OF PLAN: The Committee may at any time terminate or\namend this Plan in any respect including (but not limited to) amendment of any\nform of grant, exercise agreement or instrument to be executed pursuant to this\nPlan; provided, however, that the Committee shall not, without the approval of\nthe shareholders of the Company. amend this Plan in any manner that requires\nsuch shareholder approval pursuant to the Revenue Code or the regulations\npromulgated thereunder as such provisions apply to ISO plans or pursuant to the\nExchange Act or Rule l6b-3 (or its successor) promulgated thereunder.\n\n17. CERTAIN DEFINITIONS: As used in this Plan, the following terms shall have\nthe following meanings:\n\n.   17.1 \"PARENT\" means any corporation (other than the Company) in an unbroken\nchain of corporations ending with the Company if, at the time of the granting of\nthe Option, each of such corporations other than the Company owns stock\npossessing 50% or more of the total combined voting power of all classes of\nstock in one of the other corporations in such chain.\n\n                                      C 8\n\n \n.   17.2 \"SUBSIDIARY\" means any corporation (other than the Company) in an\nunbroken chain of corporations beginning with the Company if, at the time of\ngranting of the Option, each of the corporations other than the last corporation\nin the unbroken chain owns stock possessing 50% or more of the total combined\nvoting power of all classes of stock in one of the other corporations in such\nchain.\n\n.   17.3 \"AFFILIATE\" means any corporation that directly, or indirectly through\none or more intermediaries, controls or is controlled by, or is under common\ncontrol with, another corporation, where \"control\" (including the terms\n\"controlled by\" and \"under common control with\") means the possession, direct or\nindirect, of the power to cause the direction of the management and policies of\nthe corporation. whether through the ownership of voting securities, by contract\nor otherwise.\n\n.   17.4 \"DISINTERESTED PERSON\" shall have the meaning set forth in Rule\n16b-3(c)(2)(i) as promulgated by the SEC under Section 16(b) of the Exchange\nAct, as such rule is amended from time to time and as interpreted by the SEC.\n\n.   17.5 \"FAIR MARKET VALUE\" shall mean the fair market value of the Shares as\ndetermined by The Committee from time to time in good faith. If a public market\nexists for the Shares, the Fair Market Value shall be the average of the last\nreported bid and asked prices for common stock of the Company on the last\ntrading day prior to the date of determination (or the average closing price\nover the number of consecutive working days preceding the date of determination\nas the Committee shall deem appropriate) or, in the event the common stock of\nthe Company is listed on a stock exchange or on the NASDAQ National Market\nSystem, the Fair Market Value shall be the closing price on such exchange or\nquotation system on the last trading day prior to the date of determination (or\nthe average closing price over the number of consecutive working days preceding\nthe date of determination as the Committee shall deem appropriate).\n\n                                      C 9\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6597],"corporate_contracts_industries":[9451],"corporate_contracts_types":[9539,9545],"class_list":["post-38228","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-agraquest-inc","corporate_contracts_industries-manufacturing__chemicals","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38228","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38228"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38228"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38228"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38228"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}