{"id":38229,"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-com21-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1995-stock-option-plan-com21-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1995-stock-option-plan-com21-inc.html","title":{"rendered":"1995 Stock Option Plan &#8211; Com21 Inc."},"content":{"rendered":"<pre>\n                                  COM21, INC.\n                             1995 STOCK OPTION PLAN\n                (RESTATED AND AMENDED THROUGH JANUARY 15, 1998)\n\n\n                                  ARTICLE ONE\n\n                               GENERAL PROVISIONS\n\n\n        I.       PURPOSE OF THE PLAN\n\n                 This 1995 Stock Option Plan is intended to promote the\ninterests of Com21, Inc., a Delaware corporation, by providing eligible persons\nwith the opportunity to acquire a proprietary interest, or otherwise increase\ntheir proprietary interest, in the Corporation as an incentive for them to\nremain in the service of the Corporation.\n\n                 Capitalized terms herein shall have the meanings assigned to\nsuch terms in the attached Appendix.\n\n       II.       ADMINISTRATION OF THE PLAN\n\n                 A.       The Plan shall be administered by the Board.\nHowever, any or all administrative functions otherwise exercisable by the Board\nmay be delegated to the Committee.  Members of the Committee shall serve for\nsuch period of time as the Board may determine and shall be subject to removal\nby the Board at any time.  The Board may also at any time terminate the\nfunctions of the Committee and reassume all powers and authority previously\ndelegated to the Committee.\n\n                 B.       The Plan Administrator shall have full power and\nauthority (subject to the provisions of the Plan) to establish such rules and\nregulations as it may deem appropriate for proper administration of the Plan\nand to make such determinations under, and issue such interpretations of, the\nPlan and any outstanding options as it may deem necessary or advisable.\nDecisions of the Plan Administrator shall be final and binding on all parties\nwho have an interest in the Plan or any option or shares issued thereunder.\n\n      III.       ELIGIBILITY\n\n                 A.       The persons eligible to receive option grants under\nthe Plan are as follows:\n\n                               (i)         Employees,\n\n                              (ii)         non-employee members of the Board or\n          the non-employee members of the board of directors of any Parent or\n          Subsidiary, and\n\n                             (iii)         consultants who provide services to\nthe Corporation (or any Parent or Subsidiary).\n\n                 B.       The Plan Administrator shall have full authority to\ndetermine which eligible persons are to receive option grants under the Plan,\nthe time or times when such option grants are to be made, the number of shares\nto be covered by each such grant, the status of the granted option as either an\nIncentive Option or a Non-Statutory Option, the time or times at which each\noption is to become exercisable, the vesting schedule (if any) applicable to\nthe option shares and the maximum term for which the option is to remain\noutstanding.\n\n       IV.       STOCK SUBJECT TO THE PLAN\n\n                 A.       The stock issuable under the Plan shall be shares of\nauthorized but unissued or reacquired Common Stock.  The maximum number of\nshares of Common Stock which may be issued over the term of the Plan shall not\nexceed 6,000,000(1) shares.\n\n                 B.       Shares of Common Stock subject to outstanding options\nshall be available for subsequent issuance under the Plan to the extent (i) the\noptions expire or terminate for any reason prior to exercise in full or (ii)\nthe options are cancelled in accordance with the cancellation-regrant\nprovisions of Article Two.  All shares issued under the Plan, whether or not\nthose shares are subsequently repurchased by the Corporation pursuant to its\nrepurchase rights under the Plan, shall reduce on a share-for-share basis the\nnumber of shares of Common Stock available for subsequent issuance under the\nPlan.\n\n                 C.       Should any change be made to the Common Stock by\nreason of any stock split, stock dividend, recapitalization, combination of\nshares, exchange of shares or other change affecting the outstanding Common\nStock as a class without the Corporation's receipt of consideration,\nappropriate adjustments shall be made to (i) the maximum number and\/or class of\nsecurities issuable under the Plan and (ii) the number and\/or class of\nsecurities and the exercise price per share in effect under each outstanding\noption in order to prevent the dilution or enlargement of benefits thereunder.\nThe adjustments determined by the Plan Administrator shall be final, binding\nand conclusive.  In no event shall any such adjustments be made in connection\nwith the conversion of one or more outstanding shares of the Corporation's\npreferred stock into shares of Common Stock.\n\n\n\n\n\n____________________\n\n(1) Reflects the 1,500,000-share increase authorized by the Board on January 15,\n1998, subject to stockholder approval.\n\n\n                                       2.\n\n                                  ARTICLE TWO\n\n                              OPTION GRANT PROGRAM\n\n\n        I.       OPTION TERMS\n\n                 Each option shall be evidenced by one or more documents in the\nform approved by the Plan Administrator; provided, however, that each such\ndocument shall comply with the terms specified below.  Each document evidencing\nan Incentive Option shall, in addition, be subject to the provisions of the\nPlan applicable to such options.\n\n                 A.       EXERCISE PRICE.\n\n                          1.      The exercise price per share shall be fixed\nby the Plan Administrator in accordance with the following provisions:\n\n                               (i)         The exercise price per share shall\n          not be less than eighty-five percent (85%) of the Fair Market Value\n          per share of Common Stock on the option grant date.\n\n                              (ii)         If the person to whom the option is\n          granted is a 10% Stockholder, then the exercise price per share shall\n          not be less than one hundred ten percent (110%) of the Fair Market\n          Value per share of Common Stock on the option grant date.\n\n                          2.      The exercise price shall become immediately\ndue upon exercise of the option and shall, subject to the provisions of Section\nI of Article Three and the documents evidencing the option, be payable in cash\nor check made payable to the Corporation.  Should the Common Stock be\nregistered under Section 12(g) of the 1934 Act at the time the option is\nexercised, then the exercise price may also be paid as follows:\n\n                               (i)         in shares of Common Stock held for\n          the requisite period necessary to avoid a charge to the Corporation's\n          earnings for financial reporting purposes and valued at Fair Market\n          Value on the Exercise Date, or\n\n                              (ii)         to the extent the option is\n          exercised for vested shares, through a special sale and remittance\n          procedure pursuant to which the Optionee shall concurrently provide\n          irrevocable written instructions (a) to a Corporation-designated\n          brokerage firm to effect the immediate sale of the purchased shares\n          and remit to the Corporation, out of the sale proceeds available on\n          the settlement date, sufficient funds to cover the aggregate exercise\n          price payable for the purchased shares plus all applicable Federal,\n          state and local income and employment taxes required to be withheld\n          by the Corporation\n\n\n\n\n\n                                       3.\n\n\n          by reason of such exercise and (b) to the Corporation to deliver the\n          certificates for the purchased shares directly to such brokerage firm\n          in order to complete the sale.\n\n                 Except to the extent such sale and remittance procedure is\nutilized, payment of the exercise price for the purchased shares must be made\non the Exercise Date.\n\n                 B.       EXERCISE AND TERM OF OPTIONS.  Each option shall be\nexercisable at such time or times, during such period and for such number of\nshares as shall be determined by the Plan Administrator and set forth in the\ndocuments evidencing the option.  However, no option shall have a term in\nexcess of ten (10) years measured from the option grant date.\n\n                 C.       EFFECT OF TERMINATION OF SERVICE.  The following\nprovisions shall govern the exercise of any options held by the Optionee at the\ntime of cessation of Service or death:\n\n                               (i)         Should the Optionee cease to remain\n          in Service for any reason other than Disability or death, then the\n          Optionee shall have a period of three (3) months following the date\n          of such cessation of Service during which to exercise each\n          outstanding option held by such Optionee.\n\n                              (ii)         Should such Service terminate by\n          reason of Disability, then the Optionee shall have a period of six\n          (6) months following the date of such cessation of Service during\n          which to exercise each outstanding option held by such Optionee.\n          However, should such Disability be deemed to constitute Permanent\n          Disability, then the period during which each outstanding option held\n          by the Optionee is to remain exercisable shall be extended by an\n          additional six (6) months so that the exercise period shall be the\n          twelve (12)-month period following the date of the Optionee's\n          cessation of Service by reason of such Permanent Disability.\n\n                             (iii)         Should the Optionee die while\n          holding one or more outstanding options, then the personal\n          representative of the Optionee's estate or the person or persons to\n          whom the option is transferred pursuant to the Optionee's will or in\n          accordance with the laws of descent and distribution shall have a\n          period of twelve (12) months following the date of the Optionee's\n          death during which to exercise each such option.\n\n                              (iv)         Under no circumstances, however,\n          shall any such option be exercisable after the specified expiration\n          of the option term.\n\n                               (v)         During the applicable post-Service\n          exercise period, the option may not be exercised in the aggregate for\n          more than the number of vested shares for which the option is\n          exercisable on the date of the Optionee's cessation of Service.  Upon\n          the expiration of the applicable exercise period or\n\n\n\n\n\n                                       4.\n\n\n          (if earlier) upon the expiration of the option term, the option shall\n          terminate and cease to be outstanding for any vested shares for which\n          the option has not been exercised.  However, the option shall,\n          immediately upon the Optionee's cessation of Service, terminate and\n          cease to be outstanding to the extent it is not exercisable for\n          vested shares on the date of such cessation of Service.\n\n                 D.       STOCKHOLDER RIGHTS.  The holder of an option shall\nhave no stockholder rights with respect to the shares subject to the option\nuntil such person shall have exercised the option, paid the exercise price and\nbecome a holder of record of the purchased shares.\n\n                 E.       UNVESTED SHARES.  The Plan Administrator shall have\nthe discretion to grant options which are exercisable for unvested shares of\nCommon Stock under the Plan.  Should the Optionee cease Service while holding\nsuch unvested shares, the Corporation shall have the right to repurchase, at\nthe exercise price paid per share, all or (at the discretion of the Corporation\nand with the consent of the Optionee) any of those unvested shares.  The terms\nupon which such repurchase right shall be exercisable (including the period and\nprocedure for exercise and the appropriate vesting schedule for the purchased\nshares) shall be established by the Plan Administrator and set forth in the\ndocument evidencing such repurchase right.  The Plan Administrator may not\nimpose a vesting schedule upon any option grant or any shares of Common Stock\nsubject to the option which is more restrictive than twenty percent (20%) per\nyear vesting, with the initial vesting to occur one (1) year after the option\ngrant date.  However, such limitation shall not be applicable to any option\ngrants made to individuals who are officers of the Corporation, non-employee\nBoard members or independent consultants.\n\n                 F.       FIRST REFUSAL RIGHTS.  Until such time as the Common\nStock is first registered under Section 12(g) of the 1934 Act, the Corporation\nshall have the right of first refusal with respect to any proposed disposition\nby the Optionee (or any successor in interest) of any shares of Common Stock\nissued under the Plan.  Such right of first refusal shall be exercisable in\naccordance with the terms established by the Plan Administrator and set forth\nin the document evidencing such right.\n\n                 G.       LIMITED TRANSFERABILITY OF OPTIONS.  During the\nlifetime of the Optionee, the option shall be exercisable only by the Optionee\nand shall not be assignable or transferable other than by will or by the laws\nof descent and distribution following the Optionee's death.\n\n                 H.       WITHHOLDING.  The Corporation's obligation to deliver\nshares of Common Stock upon the exercise of any options granted under the Plan\nshall be subject to the satisfaction of all applicable Federal, state and local\nincome and employment tax withholding requirements.\n\n       II.       INCENTIVE OPTIONS\n\n                 The terms specified below shall be applicable to all Incentive\nOptions.  Except as modified by the provisions of this Section II, all the\nprovisions of the Plan shall be applicable\n\n\n\n\n\n                                       5.\n\n\nto Incentive Options.  Options which are specifically designated as\nNon-Statutory Options shall not be subject to the terms of Section II.\n\n                 A.       ELIGIBILITY.  Incentive Options may only be granted\nto Employees.\n\n                 B.       EXERCISE PRICE.  The exercise price per share shall\nnot be less than one hundred percent (100%) of the Fair Market Value per share\nof Common Stock on the option grant date.\n\n                 C.       DOLLAR LIMITATION.  The aggregate Fair Market Value\nof the shares of Common Stock (determined as of the respective date or dates of\ngrant) for which one or more options granted to any Employee under the Plan (or\nany other option plan of the Corporation or any Parent or Subsidiary) may for\nthe first time become exercisable as Incentive Options during any one (1)\ncalendar year shall not exceed the sum of One Hundred Thousand Dollars\n($100,000).  To the extent the Employee holds two (2) or more such options\nwhich become exercisable for the first time in the same calendar year, the\nforegoing limitation on the exercisability of such options as Incentive Options\nshall be applied on the basis of the order in which such options are granted.\n\n                 D.       10% STOCKHOLDER.  If any Employee to whom an\nIncentive Option is granted is a 10% Stockholder, then the option term shall\nnot exceed five (5) years measured from the option grant date.\n\n      III.       CORPORATE TRANSACTION\n\n                 A.       In the event of any Corporate Transaction, each\noutstanding option shall terminate and cease to be outstanding, except to the\nextent assumed by the successor corporation (or parent thereof) in connection\nwith such Corporate Transaction.  In addition, all outstanding repurchase\nrights shall terminate in the event of any Corporate Transaction, except to the\nextent the repurchase rights are assigned to the successor corporation (or\nparent thereof) in connection with such Corporate Transaction.\n\n                 B.       Each option which is assumed in connection with a\nCorporate Transaction shall be appropriately adjusted, immediately after such\nCorporate Transaction, to apply to the number and class of securities which\nwould have been issuable to the Optionee in the consummation of such Corporate\nTransaction, had the option been exercised immediately prior to such Corporate\nTransaction. Appropriate adjustments shall also be made to (i) the number and\nclass of securities available for issuance under the Plan following the\nconsummation of such Corporate Transaction and (ii) the exercise price payable\nper share under each outstanding option, provided the aggregate exercise price\npayable for such securities shall remain the same.\n\n                 C.       The grant of options under the Plan shall in no way\naffect the right of the Corporation to adjust, reclassify, reorganize or\notherwise change its capital or business structure\n\n\n\n\n\n                                       6.\n\n\nor to merge, consolidate, dissolve, liquidate or sell or transfer all or any\npart of its business or assets.\n\n       IV.       CANCELLATION AND REGRANT OF OPTIONS\n\n                 The Plan Administrator shall have the authority to effect, at\nany time and from time to time, with the consent of the affected option\nholders, the cancellation of any or all outstanding options under the Plan and\nto grant in substitution therefor new options covering the same or different\nnumber of shares of Common Stock but with an exercise price per share based on\nthe Fair Market Value per share of Common Stock on the new option grant date.\n\n\n\n\n\n                                       7.\n\n\n                                 ARTICLE THREE\n\n                                 MISCELLANEOUS\n\n\n        I.       FINANCING\n\n                 The Plan Administrator may permit any Optionee to pay the\noption exercise price by delivering a promissory note payable in one or more\ninstallments.  The terms of any such promissory note (including the interest\nrate and the terms of repayment) shall be established by the Plan Administrator\nin its sole discretion.  Promissory notes may be authorized with or without\nsecurity or collateral.  In all events, the maximum credit available to the\nOptionee may not exceed the sum of (i) the aggregate option exercise price\npayable for the purchased shares (less the par value of such shares) plus (ii)\nany Federal, state and local income and employment tax liability incurred by\nthe Optionee in connection with the option exercise.\n\n       II.       ADDITIONAL AUTHORITY\n\n                 A.       The Plan Administrator shall have the discretion,\nexercisable either at the time an option is granted or at any time while the\noption remains outstanding, to extend the period of time for which the option\nis to remain exercisable following the Optionee's cessation of Service or death\nfrom the limited period otherwise in effect for that option to such greater\nperiod of time as the Plan Administrator shall deem appropriate, but in no\nevent beyond the expiration of the option term.\n\n      III.       EFFECTIVE DATE AND TERM OF THE PLAN\n\n                 A.       The Plan became effective when adopted by the Board\nin December 1995, and was approved by the Corporation's stockholders on\nNovember 4, 1995.  The initial share reserve approved by the Board was 530,000\nshares.  In 1995, the Board approved two increases in the total number of\nshares authorized for issuance under the Plan, the first for 470,000 shares and\nthe second for an additional 500,000 shares.  On October 12, 1995, the Board\napproved a restatement of the Plan to bring it into compliance with the\nrequirements of the California Department of Corporations.  The Plan was\namended by the Board on February 12, 1996, and such increase was approved by\nthe Corporation's stockholders.  The Plan was further amended by the Board on\nJanuary 30, 1997 to increase the number of shares of Common Stock authorized\nfor issuance over the term of the Plan from 3,500,000 to 4,500,000 shares, and\nsuch increase was approved by the Corporation's stockholders.  The Plan was\nfurther amended by the Board on January 15, 1998 to increase the number of\nshares of Common Stock authorized for issuance over the term of the Plan from\n4,500,000 to 6,000,000 shares, subject to the approval of such share increase\nby the Corporation's stockholders within the succeeding twelve (12) months. No\noption grants made on the basis of the 1,500,000-share increase shall become\nexercisable in whole or in part unless and until such stockholder approval is\nobtained.  Should such stockholder approval not be obtained within twelve (12)\nmonths after the date the excess grants are first made, then\n\n\n\n\n\n                                       8.\n\n\nany options granted on the basis of such excess shares shall terminate without\never becoming exercisable for those shares, and no further option grants shall\nbe made on the basis of such share increase.\n\n                 B.       The Plan shall terminate upon the earliest of (i) the\nexpiration of the ten (10)-year period measured from the date the Plan is\nadopted by the Board, (ii) the date on which all shares available for issuance\nunder the Plan shall have been issued or (iii) the termination of all\noutstanding options in connection with a Corporate Transaction.  Upon such Plan\ntermination, all options and unvested stock issuances outstanding under the\nPlan shall continue to have full force and effect in accordance with the\nprovisions of the documents evidencing such options or issuances.\n\n       IV.       AMENDMENT OF THE PLAN\n\n                 A.       The Board shall have complete and exclusive power and\nauthority to amend or modify the Plan in any or all respects.  However, no such\namendment or modification shall, without the consent of the Optionees,\nadversely affect their rights and obligations under their outstanding options.\nIn addition, the Board shall not, without the approval of the Corporation's\nstockholders, (i) increase the maximum number of shares issuable under the\nPlan, except for permissible adjustments in the event of certain changes in the\nCorporation's capitalization, (ii) materially modify the eligibility\nrequirements for Plan participation or (iii) materially increase the benefits\naccruing to Plan participants.\n\n\n\n        V.       USE OF PROCEEDS\n\n                 Any cash proceeds received by the Corporation from the sale of\nshares of Common Stock under the Plan shall be used for general corporate\npurposes.\n\n       VI.       REGULATORY APPROVALS\n\n                 The implementation of the Plan, the granting of any options\nunder the Plan and the issuance of any shares of Common Stock upon the exercise\nof any option shall be subject to the Corporation's procurement of all\napprovals and permits required by regulatory authorities having jurisdiction\nover the Plan, the options granted under it and the shares of Common Stock\nissued pursuant to it.\n\n\n      VII.       NO EMPLOYMENT OR SERVICE RIGHTS\n\n                 Nothing in the Plan shall confer upon the Optionee any right\nto continue in Service for any period of specific duration or interfere with or\notherwise restrict in any way the rights of the Corporation (or any Parent or\nSubsidiary employing or retaining Optionee) or of the\n\n\n\n\n\n                                       9.\n\n\nOptionee, which rights are hereby expressly reserved by each, to terminate the\nOptionee's Service at any time for any reason, with or without cause.\n\n     VIII.       FINANCIAL REPORTS\n\n                 The Corporation shall deliver a balance sheet and an income\nstatement at least annually to each individual holding an outstanding option\nunder the Plan, unless such individual is a key Employee whose duties in\nconnection with the Corporation (or any Parent or Subsidiary) assure such\nindividual access to equivalent information.\n\n\n\n\n\n                                      10.\n\n\n                                    APPENDIX\n\n\n                 The following definitions shall be in effect under the Plan:\n\n          A.     BOARD shall mean the Corporation's Board of Directors.\n\n          B.     CODE shall mean the Internal Revenue Code of 1986, as amended.\n\n          C.     COMMITTEE shall mean a committee of two (2) or more Board\nmembers appointed by the Board to exercise one or more administrative functions\nunder the Plan.\n\n          D.     COMMON STOCK shall mean the Corporation's common stock.\n\n          E.     CORPORATE TRANSACTION shall mean either of the following\nstockholder-approved transactions to which the Corporation is a party:\n\n                      (i)         a merger or consolidation in which the\n          Corporation's outstanding securities are transferred to a person or\n          persons different from the persons holding those securities\n          immediately prior to such transaction, or\n\n                      (ii)        the sale, transfer or other disposition of\n          all or substantially all of the Corporation's assets in complete\n          liquidation or dissolution of the Corporation.\n\n          F.     CORPORATION shall mean Com21, Inc., a Delaware corporation.\n\n          G.     DISABILITY shall mean the inability of the Optionee to engage\nin any substantial gainful activity by reason of any medically determinable\nphysical or mental impairment and shall be determined by the Plan Administrator\non the basis of such medical evidence as the Plan Administrator deems warranted\nunder the circumstances.  Disability shall be deemed to constitute PERMANENT\nDISABILITY in the event that such Disability is expected to result in death or\nhas lasted or can be expected to last for a continuous period of twelve (12)\nmonths or more.\n\n          H.     EMPLOYEE shall mean an individual who is in the employ of the\nCorporation (or any Parent or Subsidiary), subject to the control and direction\nof the employer entity as to both the work to be performed and the manner and\nmethod of performance.\n\n          I.     EXERCISE DATE shall mean the date on which the Corporation\nshall have received written notice of the option exercise.\n\n          J.     FAIR MARKET VALUE per share of Common Stock on any relevant\ndate shall be determined in accordance with the following provisions:\n\n\n\n\n\n                                      A-1.\n\n\n                      (i)         If the Common Stock is at the time traded on\n          the Nasdaq National Market, then the Fair Market Value shall be the\n          closing selling price per share of Common Stock on the date in\n          question, as such price is reported by the National Association of\n          Securities Dealers on the Nasdaq National Market or any successor\n          system.  If there is no closing selling price for the Common Stock on\n          the date in question, then the Fair Market Value shall be the closing\n          selling price on the last preceding date for which such quotation\n          exists.\n\n                      (ii)        If the Common Stock is at the time listed on\n          any Stock Exchange, then the Fair Market Value shall be the closing\n          selling price per share of Common Stock on the date in question on\n          the Stock Exchange determined by the Plan Administrator to be the\n          primary market for the Common Stock, as such price is officially\n          quoted in the composite tape of transactions on such exchange.  If\n          there is no closing selling price for the Common Stock on the date in\n          question, then the Fair Market Value shall be the closing selling\n          price on the last preceding date for which such quotation exists.\n\n                    (iii)         If the Common Stock is at the time neither\n          listed on any Stock Exchange nor traded on the Nasdaq National\n          Market, then the Fair Market Value shall be determined by the Plan\n          Administrator after taking into account such factors as the Plan\n          Administrator shall deem appropriate.\n\n          K.     INCENTIVE OPTION shall mean an option which satisfies the\nrequirements of Code Section 422.\n\n          L.     1934 ACT shall mean the Securities Exchange Act of 1934, as\namended.\n\n          M.     NON-STATUTORY OPTION shall mean an option not intended to\nsatisfy  the requirements of Code Section 422.\n\n          N.     OPTIONEE shall mean any person to whom an option is granted\nunder the Plan.\n\n          O.     PARENT shall mean any corporation (other than the Corporation)\nin an unbroken chain of corporations ending with the Corporation, provided each\ncorporation in the unbroken chain (other than the Corporation) owns, at the\ntime of the determination, stock possessing fifty percent (50%) or more of the\ntotal combined voting power of all classes of stock in one of the other\ncorporations in such chain.\n\n          P.     PLAN shall mean the Corporation's 1995 Stock Option Plan, as\nset forth in this document.\n\n          Q.     PLAN ADMINISTRATOR shall mean either the Board or the\nCommittee, to the extent the Committee is at the time responsible for the\nadministration of the Plan.\n\n\n\n\n\n                                      A-2.\n\n\n          R.     SERVICE shall mean the provision of services to the\nCorporation (or any Parent or Subsidiary) by a person in the capacity of an\nEmployee, a non-employee member of the board of directors or a consultant,\nexcept to the extent otherwise specifically provided in the documents\nevidencing the option grant.\n\n          S.     STOCK EXCHANGE shall mean either the American Stock Exchange\nor the New York Stock Exchange.\n\n          T.     SUBSIDIARY shall mean any corporation (other than the\nCorporation) in an unbroken chain of corporations beginning with the\nCorporation, provided each corporation (other than the last corporation) in the\nunbroken chain owns, at the time of the determination, stock possessing fifty\npercent (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          U.     10% STOCKHOLDER shall mean the owner of stock (as determined\nunder Code Section 424(d)) possessing more than ten percent (10%) of the total\ncombined voting power of all classes of stock of the Corporation (or any Parent\nor Subsidiary).\n\n\n\n\n\n                                      A-3.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7151],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9545],"class_list":["post-38229","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-com21-inc","corporate_contracts_industries-technology__programming","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\/38229","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=38229"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38229"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38229"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38229"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}