{"id":38236,"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-salon-internet-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1995-stock-option-plan-salon-internet-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1995-stock-option-plan-salon-internet-inc.html","title":{"rendered":"1995 Stock Option Plan &#8211; Salon Internet Inc."},"content":{"rendered":"<pre> \n                             SALON INTERNET, INC.\n\n                            1995 STOCK OPTION PLAN\n\n                     (AS AMENDED THROUGH JANUARY 27, 1997)\n\n\n     1.   ESTABLISHMENT, PURPOSE AND TERM OF PLAN.\n          --------------------------------------- \n\n          1.1  ESTABLISHMENT.  The Salon Internet, Inc. 1995 Stock Option Plan\n(the 'PLAN') is hereby established effective as of December 12, 1995 (the\n'EFFECTIVE DATE').\n\n          1.2  PURPOSE.  The purpose of the Plan is to advance the interests of\nthe Participating Company Group and its shareholders by providing an incentive\nto attract, retain and reward persons performing services for the Participating\nCompany Group and by motivating such persons to contribute to the growth and\nprofitability of the Participating Company Group.\n\n          1.3  TERM OF PLAN.  The Plan shall continue in effect until the\nearlier of its termination by the Board or the date on which all of the shares\nof Stock available for issuance under the Plan have been issued and all\nrestrictions on such shares under the terms of the Plan and the agreements\nevidencing Options granted under the Plan have lapsed.  However, all Options\nshall be granted, if at all, within ten (10) years from the earlier of the date\nthe Plan is adopted by the Board or the date the Plan is duly approved by the\nshareholders of the Company.\n\n     2.   DEFINITIONS AND CONSTRUCTION.\n          ---------------------------- \n\n          2.1  DEFINITIONS.  Whenever used herein, the following terms shall\nhave their respective meanings set forth below:\n\n               (a) 'BOARD' means the Board of Directors of the Company. If one\nor more Committees have been appointed by the Board to administer the Plan,\n'Board' also means such Committee(s).\n\n               (b) 'CODE' means the Internal Revenue Code of 1986, as amended,\nand any applicable regulations promulgated thereunder.\n\n               (c) 'COMMITTEE' means the Compensation Committee or other\ncommittee of the Board duly appointed to administer the Plan and having such\npowers as shall be specified by the Board. Unless the powers of the Committee\nhave been specifically limited, the Committee shall have all of the powers of\nthe Board granted herein, including, without limitation, the power to amend or\nterminate the Plan at any time, subject to the terms of the Plan and any\napplicable limitations imposed by law.\n\n               (d) 'COMPANY' means Salon Internet, Inc., a California\ncorporation, or any successor corporation thereto.\n\n                                       1\n\n \n               (e) 'CONSULTANT' means any person, including an advisor, engaged\nby a Participating Company to render services other than as an Employee or a\nDirector.\n\n               (f) 'DIRECTOR' means a member of the Board or of the board of\ndirectors of any other Participating Company.\n\n               (g) 'EMPLOYEE' means any person treated as an employee (including\nan officer or a Director who is also treated as an employee) in the records of a\nParticipating Company; provided, however, that neither service as a Director nor\npayment of a director's fee shall be sufficient to constitute employment for\npurposes of the Plan.\n\n               (h) 'EXCHANGE ACT' means the Securities Exchange Act of 1934, as\namended.\n\n               (i) 'FAIR MARKET VALUE' means, as of any date, the value of a\nshare of stock or other property as determined by the Board, in its sole\ndiscretion, or by the Company, in its sole discretion, if such determination is\nexpressly allocated to the Company herein.\n\n               (j) 'INCENTIVE STOCK OPTION' means an Option intended to be (as\nset forth in the Option Agreement) and which qualifies as an incentive stock\noption within the meaning of Section 422(b) of the Code.\n\n               (k) 'INSIDER' means an officer or a Director of the Company or\nany other person whose transactions in Stock are subject to Section 16 of the\nExchange Act.\n\n               (l) 'NONSTATUTORY STOCK OPTION' means an Option not intended to\nbe (as set forth in the Option Agreement) or which does not qualify as an\nIncentive Stock Option.\n\n               (m) 'OPTION' means a right to purchase Stock (subject to\nadjustment as provided in Section 4.2) pursuant to the terms and conditions of\nthe Plan. An Option may be either an Incentive Stock Option or a Nonstatutory\nStock Option.\n\n               (n) 'OPTIONEE' means a person who has been granted one or more\nOptions.\n\n               (o) 'OPTION AGREEMENT' means a written agreement between the\nCompany and an Optionee setting forth the terms, conditions and restrictions of\nthe Option granted to the Optionee and any shares acquired upon the exercise\nthereof.\n\n               (p) 'PARENT CORPORATION' means any present or future 'parent\ncorporation' of the Company, as defined in Section 424(e) of the Code.\n\n               (q) 'PARTICIPATING COMPANY' means the Company or any Parent\nCorporation or Subsidiary Corporation.\n\n               (r) 'PARTICIPATING COMPANY GROUP' means, at any point in time,\nall corporations collectively which are then Participating Companies.\n\n                                       2\n\n \n               (s) 'RULE 16B-3' means Rule 16b-3 under the Exchange Act, as\namended from time to time, or any successor rule or regulation.\n\n               (t) 'STOCK' means the common stock, without par value, of the\nCompany, as adjusted from time to time in accordance with Section 4.2.\n\n               (u) 'SUBSIDIARY CORPORATION' means any present or future\n'subsidiary corporation' of the Company, as defined in Section 424(f) of the\nCode.\n\n               (v) 'TEN PERCENT OWNER OPTIONEE' means an Optionee who, at the\ntime an Option is granted to the Optionee, owns stock possessing more than ten\npercent (10%) of the total combined voting power of all classes of stock of a\nParticipating Company within the meaning of Section 422(b)(6) of the Code.\n\n          2.2  CONSTRUCTION.  Captions and titles contained herein are for\nconvenience only and shall not affect the meaning or interpretation of any\nprovision of the Plan.  Except when otherwise indicated by the context, the\nsingular shall include the plural, the plural shall include the singular, and\nthe term 'or' shall include the conjunctive as well as the disjunctive.\n\n     3.   ADMINISTRATION.\n          -------------- \n\n          3.1  ADMINISTRATION BY THE BOARD.  The Plan shall be administered by\nthe Board, including any duly appointed Committee of the Board.  All questions\nof interpretation of the Plan or of any Option shall be determined by the Board,\nand such determinations shall be final and binding upon all persons having an\ninterest in the Plan or such Option.  Any officer of a Participating Company\nshall have the authority to act on behalf of the Company with respect to any\nmatter, right, obligation, determination or election which is the responsibility\nof or which is allocated to the Company herein, provided the officer has\napparent authority with respect to such matter, right, obligation, determination\nor election.\n\n          3.2  POWERS OF THE BOARD.  In addition to any other powers set forth\nin the Plan and subject to the provisions of the Plan, the Board shall have the\nfull and final power and authority, in its sole discretion:\n\n               (a) to determine the persons to whom, and the time or times at\nwhich, Options shall be granted and the number of shares of Stock to be subject\nto each Option;\n\n               (b) to designate Options as Incentive Stock Options or\nNonstatutory Stock Options;\n\n               (c) to determine the Fair Market Value of shares of Stock or\nother property;\n\n               (d) to determine the terms, conditions and restrictions\napplicable to each Option (which need not be identical) and any shares acquired\nupon the exercise thereof, including, without limitation, (i) the exercise price\nof the Option, (ii) the method of payment for shares purchased upon the exercise\nof the Option, (iii) the method for satisfaction of any tax\n\n                                       3\n\n \nwithholding obligation arising in connection with the Option or such shares,\nincluding by the withholding or delivery of shares of stock, (iv) the timing,\nterms and conditions of the exercisability of the Option or the vesting of any\nshares acquired upon the exercise thereof, (v) the time of the expiration of the\nOption, (vi) the effect of the Optionee's termination of employment or service\nwith the Participating Company Group on any of the foregoing, and (vii) all\nother terms, conditions and restrictions applicable to the Option or such shares\nnot inconsistent with the terms of the Plan;\n\n               (e) to approve one or more forms of Option Agreement;\n\n               (f) to amend, modify, extend, or renew, or grant a new Option in\nsubstitution for, any Option or to waive any restrictions or conditions\napplicable to any Option or any shares acquired upon the exercise thereof;\n\n               (g) to amend the exercisability of any Option or the vesting of\nany shares acquired upon the exercise thereof, including with respect to the\nperiod following an Optionee's termination of employment or service with the\nParticipating Company Group;\n\n               (h) to prescribe, amend or rescind rules, guidelines and policies\nrelating to the Plan, or to adopt supplements to, or alternative versions of,\nthe Plan, including, without limitation, as the Board deems necessary or\ndesirable to comply with the laws of, or to accommodate the tax policy or custom\nof, foreign jurisdictions whose citizens may be granted Options; and\n\n               (i) to correct any defect, supply any omission or reconcile any\ninconsistency in the Plan or any Option Agreement and to make all other\ndeterminations and take such other actions with respect to the Plan or any\nOption as the Board may deem advisable to the extent consistent with the Plan\nand applicable law.\n\n          3.3  DISINTERESTED ADMINISTRATION.  With respect to participation by\nInsiders in the Plan, at any time that any class of equity security of the\nCompany is registered pursuant to Section 12 of the Exchange Act, the Plan shall\nbe administered in compliance with the 'disinterested administration'\nrequirements of Rule 16b-3.\n\n     4.   SHARES SUBJECT TO PLAN.\n          ---------------------- \n\n          4.1  MAXIMUM NUMBER OF SHARES ISSUABLE.  Subject to adjustment as\nprovided in Section 4.2, the maximum aggregate number of shares of Stock that\nmay be issued under the Plan shall be three million seven hundred fifty thousand\n(3,750,000) and shall consist of authorized but unissued or reacquired shares of\nStock or any combination thereof.  If an outstanding Option for any reason\nexpires or is terminated or canceled or shares of Stock acquired, subject to\nrepurchase, upon the exercise of an Option are repurchased by the Company, the\nshares of Stock allocable to the unexercised portion of such Option, or such\nrepurchased shares of Stock, shall again be available for issuance under the\nPlan.\n\n          4.2  ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE.  In the event of\nany stock dividend, stock split, reverse stock split, recapitalization,\ncombination, reclassification or similar\n\n                                       4\n\n \nchange in the capital structure of the Company, appropriate adjustments shall be\nmade in the number and class of shares subject to the Plan and to any\noutstanding Options and in the exercise price of any outstanding Options. If a\nmajority of the shares which are of the same class as the shares that are\nsubject to outstanding Options are exchanged for, converted into, or otherwise\nbecome (whether or not pursuant to an Ownership Change Event, as defined in\nSection 8.1) shares of another corporation (the 'NEW SHARES'), the Board may\nunilaterally amend the outstanding Options to provide that such Options are\nexercisable for New Shares. In the event of any such amendment, the number of\nshares subject to, and the exercise price per share of, the outstanding Options\nshall be adjusted in a fair and equitable manner as determined by the Board, in\nits sole discretion. Notwithstanding the foregoing, any fractional share\nresulting from an adjustment pursuant to this Section 4.2 shall be rounded up or\ndown to the nearest whole number, as determined by the Board, and in no event\nmay the exercise price of any Option be decreased to an amount less than the par\nvalue, if any, of the stock subject to the Option. The adjustments determined by\nthe Board pursuant to this Section 4.2 shall be final, binding and conclusive.\n\n     5.   ELIGIBILITY AND OPTION LIMITATIONS.\n          ---------------------------------- \n\n          5.1  PERSONS ELIGIBLE FOR OPTIONS.  Options may be granted only to\nEmployees, Consultants, and Directors.  For purposes of the foregoing sentence,\n'Employees' shall include prospective Employees to whom Options are granted in\nconnection with written offers of employment with the Participating Company\nGroup, and 'Consultants' shall include prospective Consultants to whom Options\nare granted in connection with written offers of engagement with the\nParticipating Company Group.  Eligible persons may be granted more than one (1)\nOption.\n\n          5.2  DIRECTORS SERVING ON COMMITTEE.  At any time that any class of\nequity security of the Company is registered pursuant to Section 12 of the\nExchange Act, no member of a Committee established to administer the Plan in\ncompliance with the 'disinterested administration' requirements of Rule 16b-3,\nwhile a member, shall be eligible to be granted an Option.\n\n          5.3  OPTION GRANT RESTRICTIONS.  Any person who is not an Employee on\nthe effective date of the grant of an Option to such person may be granted only\na Nonstatutory Stock Option.  An Incentive Stock Option granted to a prospective\nEmployee upon the condition that such person become an Employee shall be deemed\ngranted on the date such person commences service with a Participating Company,\nwith an exercise price determined as of such date in accordance with Section\n6.1.\n\n          5.4  FAIR MARKET VALUE LIMITATION.  To the extent that the aggregate\nFair Market Value of stock with respect to which options designated as Incentive\nStock Options are exercisable by an Optionee for the first time during any\ncalendar year (under all stock option plans of the Participating Company Group,\nincluding the Plan) exceeds One Hundred Thousand Dollars ($100,000), the portion\nof such options which exceeds such amount shall be treated as Nonstatutory Stock\nOptions.  For purposes of this Section 5.4, options designated as Incentive\nStock Options shall be taken into account in the order in which they were\ngranted, and the Fair Market Value of stock shall be determined as of the time\nthe option with respect to such stock is\n\n                                       5\n\n \ngranted. If the Code is amended to provide for a different limitation from that\nset forth in this Section 5.4, such different limitation shall be deemed\nincorporated herein effective as of the date and with respect to such Options as\nrequired or permitted by such amendment to the Code. If an Option is treated as\nan Incentive Stock Option in part and as a Nonstatutory Stock Option in part by\nreason of the limitation set forth in this Section 5.4, the Optionee may\ndesignate which portion of such Option the Optionee is exercising and may\nrequest that separate certificates representing each such portion be issued upon\nthe exercise of the Option. In the absence of such designation, the Optionee\nshall be deemed to have exercised the Incentive Stock Option portion of the\nOption first.\n\n     6.   TERMS AND CONDITIONS OF OPTIONS.  Options shall be evidenced by\n          -------------------------------                                \nOption Agreements specifying the number of shares of Stock covered thereby, in\nsuch form as the Board shall from time to time establish.  Option Agreements may\nincorporate all or any of the terms of the Plan by reference and shall comply\nwith and be subject to the following terms and conditions:\n\n          6.1  EXERCISE PRICE.  The exercise price for each Option shall be\nestablished in the sole discretion of the Board; provided, however, that (a) the\nexercise price per share for an Incentive Stock Option shall be not less than\nthe Fair Market Value of a share of Stock on the effective date of grant of the\nOption, (b) the exercise price per share for a Nonstatutory Stock Option shall\nbe not less than eighty-five percent (85%) of the Fair Market Value of a share\nof Stock on the effective date of grant of the Option, and (c) no Option granted\nto a Ten Percent Owner Optionee shall have an exercise price per share less than\none hundred ten percent (110%) of the Fair Market Value of a share of Stock on\nthe effective date of grant of the Option.  Notwithstanding the foregoing, an\nOption (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be\ngranted with an exercise price lower than the minimum exercise price set forth\nabove if such Option is granted pursuant to an assumption or substitution for\nanother option in a manner qualifying under the provisions of Section 424(a) of\nthe Code.\n\n          6.2  EXERCISE PERIOD.  Options shall be exercisable at such time or\ntimes, or upon such event or events, and subject to such terms, conditions,\nperformance criteria, and restrictions as shall be determined by the Board and\nset forth in the Option Agreement evidencing such Option; provided, however,\nthat (a) no Option shall be exercisable after the expiration of ten (10) years\nafter the effective date of grant of such Option, (b) no Incentive Stock Option\ngranted to a Ten Percent Owner Optionee shall be exercisable after the\nexpiration of five (5) years after the effective date of grant of such Option,\nand (c) no Option granted to a prospective Employee or prospective Consultant\nmay become exercisable prior to the date on which such person commences service\nwith a Participating Company.\n\n                                       6\n\n \n          6.3  PAYMENT OF EXERCISE PRICE.\n\n               (a) FORMS OF CONSIDERATION AUTHORIZED. Except as otherwise\nprovided below, payment of the exercise price for the number of shares of Stock\nbeing purchased pursuant to any Option shall be made (i) in cash, by check, or\ncash equivalent, (ii) by tender to the Company of shares of Stock owned by the\nOptionee having a Fair Market Value (as determined by the Company without regard\nto any restrictions on transferability applicable to such stock by reason of\nfederal or state securities laws or agreements with an underwriter for the\nCompany) not less than the exercise price, (iii) by the assignment of the\nproceeds of a sale or loan with respect to some or all of the shares being\nacquired upon the exercise of the Option (including, without limitation, through\nan exercise complying with the provisions of Regulation T as promulgated from\ntime to time by the Board of Governors of the Federal Reserve System) (a\n'CASHLESS EXERCISE'), (iv) by the Optionee's promissory note in a form approved\nby the Company, (v) by such other consideration as may be approved by the Board\nfrom time to time to the extent permitted by applicable law, or (vi) by any\ncombination thereof. The Board may at any time or from time to time, by adoption\nof or by amendment to the standard forms of Option Agreement described in\nSection 7, or by other means, grant Options which do not permit all of the\nforegoing forms of consideration to be used in payment of the exercise price or\nwhich otherwise restrict one or more forms of consideration.\n\n               (b) TENDER OF STOCK. Notwithstanding the foregoing, an Option may\nnot be exercised by tender to the Company of shares of Stock to the extent such\ntender of Stock would constitute a violation of the provisions of any law,\nregulation or agreement restricting the redemption of the Company's stock.\nUnless otherwise provided by the Board, an Option may not be exercised by tender\nto the Company of shares of Stock unless such shares either have been owned by\nthe Optionee for more than six (6) months or were not acquired, directly or\nindirectly, from the Company.\n\n               (c) CASHLESS EXERCISE. The Company reserves, at any and all\ntimes, the right, in the Company's sole and absolute discretion, to establish,\ndecline to approve or terminate any program or procedures for the exercise of\nOptions by means of a Cashless Exercise.\n\n               (d) PAYMENT BY PROMISSORY NOTE. No promissory note shall be\npermitted if the exercise of an Option using a promissory note would be a\nviolation of any law. Any permitted promissory note shall be on such terms as\nthe Board shall determine at the time the Option is granted. The Board shall\nhave the authority to permit or require the Optionee to secure any promissory\nnote used to exercise an Option with the shares of Stock acquired upon the\nexercise of the Option or with other collateral acceptable to the Company.\nUnless otherwise provided by the Board, if the Company at any time is subject to\nthe regulations promulgated by the Board of Governors of the Federal Reserve\nSystem or any other governmental entity affecting the extension of credit in\nconnection with the Company's securities, any promissory note shall comply with\nsuch applicable regulations, and the Optionee shall pay the unpaid principal and\naccrued interest, if any, to the extent necessary to comply with such applicable\nregulations.\n\n                                       7\n\n \n          6.4  TAX WITHHOLDING.  The Company shall have the right, but not the\nobligation, to deduct from the shares of Stock issuable upon the exercise of an\nOption, or to accept from the Optionee the tender of, a number of whole shares\nof Stock having a Fair Market Value, as determined by the Company, equal to all\nor any part of the federal, state, local and foreign taxes, if any, required by\nlaw to be withheld by the Participating Company Group with respect to such\nOption or the shares acquired upon the exercise thereof.  Alternatively or in\naddition, in its sole discretion, the Company shall have the right to require\nthe Optionee, through payroll withholding, cash payment or otherwise, including\nby means of a Cashless Exercise, to make adequate provision for any such tax\nwithholding obligations of the Participating Company Group arising in connection\nwith the Option or the shares acquired upon the exercise thereof.  The Company\nshall have no obligation to deliver shares of Stock or to release shares of\nStock from an escrow established pursuant to the Option Agreement until the\nParticipating Company Group's tax withholding obligations have been satisfied by\nthe Optionee.\n\n          6.5  REPURCHASE RIGHTS.  Shares issued under the Plan may be subject\nto a right of first refusal, one or more repurchase options, or other conditions\nand restrictions as determined by the Board in its sole discretion at the time\nthe Option is granted.  The Company shall have the right to assign at any time\nany repurchase right it may have, whether or not such right is then exercisable,\nto one or more persons as may be selected by the Company.  Upon request by the\nCompany, each Optionee shall execute any agreement evidencing such transfer\nrestrictions prior to the receipt of shares of Stock hereunder and shall\npromptly present to the Company any and all certificates representing shares of\nStock acquired hereunder for the placement on such certificates of appropriate\nlegends evidencing any such transfer restrictions.\n\n     7.   STANDARD FORMS OF OPTION AGREEMENT.\n          ---------------------------------- \n\n          7.1  INCENTIVE STOCK OPTIONS.  Unless otherwise provided by the Board\nat the time the Option is granted, an Option designated as an 'Incentive Stock\nOption' shall comply with and be subject to the terms and conditions set forth\nin the form of Incentive Stock Option Agreement adopted by the Board\nconcurrently with its adoption of the Plan and as amended from time to time.\n\n          7.2  NONSTATUTORY STOCK OPTIONS.  Unless otherwise provided by the\nBoard at the time the Option is granted, an Option designated as a 'Nonstatutory\nStock Option' shall comply with and be subject to the terms and conditions set\nforth in such standard form of Nonstatutory Stock Option Agreement as may be\nadopted by the Board and as amended from time to time.\n\n          7.3  STANDARD TERM OF OPTIONS.  Except as otherwise provided in\nSection 6.2 or by the Board in the grant of an Option, any Option granted\nhereunder shall have a term of ten (10) years from the effective date of grant\nof the Option.\n\n          7.4  AUTHORITY TO VARY TERMS.  The Board shall have the authority from\ntime to time to vary the terms of any of the standard forms of Option Agreement\ndescribed in this Section 7 either in connection with the grant or amendment of\nan individual Option or in connection with the authorization of a new standard\nform or forms; provided, however, that the\n\n                                       8\n\n \nterms and conditions of any such new, revised or amended standard form or forms\nof Option Agreement shall be in accordance with the terms of the Plan. Such\nauthority shall include, but not by way of limitation, the authority to grant\nOptions which are immediately exercisable subject to the Company's right to\nrepurchase any unvested shares of Stock acquired by an Optionee upon the\nexercise of an Option in the event such Optionee's employment or service with\nthe Participating Company Group is terminated for any reason, with or without\ncause and the authority to grant Options which are exercisable for a number of\nshares having a Fair Market Value (as determined by the Company) equal to the\ndifference between the exercise price for the total number of shares of Stock\nthen available under the Option and the Fair Market Value of the total number of\nshares of Stock then available under the Option.\n\n     8.   TRANSFER OF CONTROL.\n          ------------------- \n\n          8.1  DEFINITIONS.\n\n               (a) An 'OWNERSHIP CHANGE EVENT' shall be deemed to have occurred\nif any of the following occurs with respect to the Company:\n\n                   (i)   the direct or indirect sale or exchange in a single or\nseries of related transactions by the shareholders of the Company of more than\nfifty percent (50%) of the voting stock of the Company;\n\n                   (ii)  a merger or consolidation in which the Company is a\nparty;\n\n                   (iii) the sale, exchange, or transfer of all or substantially\nall of the assets of the Company; or\n\n                   (iv)  a liquidation or dissolution of the Company.\n\n               (b) A 'TRANSFER OF CONTROL' shall mean an Ownership Change Event\nor a series of related Ownership Change Events (collectively, the 'TRANSACTION')\nwherein the shareholders of the Company immediately before the Transaction do\nnot retain immediately after the Transaction, in substantially the same\nproportions as their ownership of shares of the Company's voting stock\nimmediately before the Transaction, direct or indirect beneficial ownership of\nmore than fifty percent (50%) of the total combined voting power of the\noutstanding voting stock of the Company or the corporation or corporations to\nwhich the assets of the Company were transferred (the 'TRANSFEREE\nCORPORATION(S)'), as the case may be. For purposes of the preceding sentence,\nindirect beneficial ownership shall include, without limitation, an interest\nresulting from ownership of the voting stock of one or more corporations which,\nas a result of the Transaction, own the Company or the Transferee\nCorporation(s), as the case may be, either directly or through one or more\nsubsidiary corporations. The Board shall have the right to determine whether\nmultiple sales or exchanges of the voting stock of the Company or multiple\nOwnership Change Events are related, and its determination shall be final,\nbinding and conclusive.\n\n          8.2  EFFECT OF TRANSFER OF CONTROL ON OPTIONS.  In the event of a\nTransfer of Control, the surviving, continuing, successor, or purchasing\ncorporation or parent corporation\n\n                                       9\n\n \nthereof, as the case may be (the 'ACQUIRING CORPORATION'), may either assume the\nCompany's rights and obligations under outstanding Options or substitute for\noutstanding Options substantially equivalent options for the Acquiring\nCorporation's stock. Any Options which are neither assumed or substituted for by\nthe Acquiring Corporation in connection with the Transfer of Control nor\nexercised as of the date of the Transfer of Control shall terminate and cease to\nbe outstanding effective as of the date of the Transfer of Control.\nNotwithstanding the foregoing, shares acquired upon exercise of an Option prior\nto the Transfer of Control and any consideration received pursuant to the\nTransfer of Control with respect to such shares shall continue to be subject to\nall applicable provisions of the Option Agreement evidencing such Option except\nas otherwise provided in such Option Agreement. Furthermore, notwithstanding the\nforegoing, if the corporation the stock of which is subject to the outstanding\nOptions immediately prior to an Ownership Change Event described in Section\n8.1(a)(i) constituting a Transfer of Control is the surviving or continuing\ncorporation and immediately after such Ownership Change Event less than fifty\npercent (50%) of the total combined voting power of its voting stock is held by\nanother corporation or by other corporations that are members of an affiliated\ngroup within the meaning of Section 1504(a) of the Code without regard to the\nprovisions of Section 1504(b) of the Code, the outstanding Options shall not\nterminate unless the Board otherwise provides in its sole discretion.\n\n     9.   PROVISION OF INFORMATION.  At least annually, copies of the\n          ------------------------                                   \nCompany's balance sheet and income statement for the just completed fiscal year\nshall be made available to each Optionee and purchaser of shares of Stock upon\nthe exercise of an Option.  The Company shall not be required to provide such\ninformation to persons whose duties in connection with the Company assure them\naccess to equivalent information.\n\n     10.  NONTRANSFERABILITY OF OPTIONS.  During the lifetime of the\n          -----------------------------                             \nOptionee, an Option shall be exercisable only by the Optionee or the Optionee's\nguardian or legal representative.  No Option shall be assignable or transferable\nby the Optionee, except by will or by the laws of descent and distribution.\n\n     11. TRANSFER OF COMPANY'S RIGHTS.  In the event any Participating\n         ----------------------------                                 \nCompany assigns, other than by operation of law, to a third person, other than\nanother Participating Company, any of the Participating Company's rights to\nrepurchase any shares of Stock acquired upon the exercise of an Option, the\nassignee shall pay to the assigning Participating Company the value of such\nright as determined by the Company in the Company's sole discretion.  Such\nconsideration shall be paid in cash.  In the event such repurchase right is\nexercisable at the time of such assignment, the value of such right shall be not\nless than the Fair Market Value of the shares of Stock which may be repurchased\nunder such right (as determined by the Company) minus the repurchase price of\nsuch shares.  The requirements of this Section 11 regarding the minimum\nconsideration to be received by the assigning Participating Company shall not\ninure to the benefit of the Optionee whose shares of Stock are being\nrepurchased.  Failure of a Participating Company to comply with the provisions\nof this Section 11 shall not constitute a defense or otherwise prevent the\nexercise of the repurchase right by the assignee of such right.\n\n     12.  INDEMNIFICATION. In addition to such other rights of indemnification\n          ---------------\nas they may have as members of the Board or officers or employees of the\nParticipating Company Group,\n\n                                       10\n\n \nmembers of the Board and any officers or employees of the Participating Company\nGroup to whom authority to act for the Board is delegated shall be indemnified\nby the Company against all reasonable expenses, including attorneys' fees,\nactually and necessarily incurred in connection with the defense of any action,\nsuit or proceeding, or in connection with any appeal therein, to which they or\nany of them may be a party by reason of any action taken or failure to act under\nor in connection with the Plan, or any right granted hereunder, and against all\namounts paid by them in settlement thereof (provided such settlement is approved\nby independent legal counsel selected by the Company) or paid by them in\nsatisfaction of a judgment in any such action, suit or proceeding, except in\nrelation to matters as to which it shall be adjudged in such action, suit or\nproceeding that such person is liable for gross negligence, bad faith or\nintentional misconduct in duties; provided, however, that within sixty (60) days\nafter the institution of such action, suit or proceeding, such person shall\noffer to the Company, in writing, the opportunity at its own expense to handle\nand defend the same.\n\n     13.  TERMINATION OR AMENDMENT OF PLAN.  The Board may terminate or\n          --------------------------------                             \namend the Plan at any time.  However, subject to changes in the law or other\nlegal requirements that would permit otherwise, without the approval of the\nCompany's shareholders, there shall be (a) no increase in the maximum aggregate\nnumber of shares of Stock that may be issued under the Plan (except by operation\nof the provisions of Section 4.2), (b) no change in the class of persons\neligible to receive Incentive Stock Options, and (c) no expansion in the class\nof persons eligible to receive Nonstatutory Stock Options.  In any event, no\ntermination or amendment of the Plan may adversely affect any then outstanding\nOption or any unexercised portion thereof, without the consent of the Optionee,\nunless such termination or amendment is required to enable an Option designated\nas an Incentive Stock Option to qualify as an Incentive Stock Option or is\nnecessary to comply with any applicable law or government regulation.\n\n     14.  SHAREHOLDER APPROVAL.  The Plan or any increase in the maximum\n          --------------------                                          \nnumber of shares of Stock issuable thereunder as provided in Section 4.1 (the\n'MAXIMUM SHARES') shall be approved by the shareholders of the Company within\ntwelve (12) months of the date of adoption thereof by the Board.  Options\ngranted prior to shareholder approval of the Plan or in excess of the Maximum\nShares previously approved by the shareholders shall become exercisable no\nearlier than the date of shareholder approval of the Plan or such increase in\nthe Maximum Shares, as the case may be.\n\n     IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies\nthat the foregoing is the Salon Internet, Inc. 1995 Stock Option Plan as duly\nadopted by the Board on December 12, 1995, and amended by the Board through\nJanuary 27, 1997.\n\n\n                                    \/s\/ Secretary\n                                    ----------------------------------\n                                    Secretary\n\n                                       11\n\n \n                                 PLAN HISTORY\n                                 ------------\n\n\nDecember 12, 1995   Board adopts Plan, with an initial reserve of 800,000\n                    shares.\n\nDecember 12, 1995   Shareholders approve Plan, with an initial reserve of\n                    800,000 shares.\n\nDecember 2, 1996    Board approves increase in share reserve to 1,750,000\n                    shares.\n\nDecember 2, 1996    Shareholders approve increase in share reserve to 1,750,000\n                    shares.\n\nJanuary 27, 1997    Board approves increase in share reserve to 3,750,000\n                    shares.\n\nJanuary 27, 1997    Shareholders approve increase in share reserve to 3,750,000\n                    shares.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8749],"corporate_contracts_industries":[9468],"corporate_contracts_types":[9539,9545],"class_list":["post-38236","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-salon-media-group-inc","corporate_contracts_industries-media__other","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\/38236","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=38236"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38236"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38236"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38236"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}