{"id":38259,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1996-stock-plan-accrue-software-in2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1996-stock-plan-accrue-software-in2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1996-stock-plan-accrue-software-in2.html","title":{"rendered":"1996 Stock Plan &#8211; Accrue Software Inc."},"content":{"rendered":"<pre>                              ACCRUE SOFTWARE, INC.\n\n                                 1996 STOCK PLAN\n\n                      (AS AMENDED BY THE BOARD OF DIRECTORS\n                               AS OF MAY 23, 1999)\n\n        1.      PURPOSES OF THE PLAN. The purposes of this 1996 Stock Plan are\nto attract and retain the best available personnel for positions of substantial\nresponsibility, to provide additional incentive to Employees and Consultants of\nthe Company and its Subsidiaries and to promote the success of the Company's\nbusiness. Options granted under the Plan may be incentive stock options (as\ndefined under Section 422 of the Code) or nonstatutory stock options, as\ndetermined by the Administrator at the time of grant of an option and subject to\nthe applicable provisions of Section 422 of the Code, as amended, and the\nregulations promulgated thereunder. Stock purchase rights and stock bonuses may\nalso be granted under the Plan.\n\n        2.      DEFINITIONS. As used herein, the following definitions shall\napply:\n\n                (a)     'ADMINISTRATOR' means the Board or any of its Committees\nappointed pursuant to Section 6 of the Plan.\n\n                (b)     'AFFILIATE' means an entity other than a Subsidiary in\nwhich the Company owns an equity interest or which, together with the Company,\nis under common control of a third person or entity.\n\n                (c)     'APPLICABLE LAWS' means the legal requirements relating\nto the administration of stock option, restricted stock purchase and stock bonus\nplans under applicable U.S. state corporate laws, U.S. federal and applicable\nstate securities laws, the Code, any stock exchange rules or regulations and the\napplicable laws of any other country or jurisdiction where Options, Stock\nPurchase Rights or Stock Bonuses are granted under the Plan, as such laws,\nrules, regulations and requirements shall be in place from time to time.\n\n                (d)     'BOARD' means the Board of Directors of the Company.\n\n                (e)     'CODE' means the Internal Revenue Code of 1986, as\namended.\n\n                (f)     'COMMITTEE' means the Committee appointed by the Board\nof Directors in accordance with Section 4(a) of the Plan.\n\n                (g)     'COMMON STOCK' means the Common Stock of the Company.\n\n                (h)     'COMPANY' means Accrue Software, Inc., a Delaware\ncorporation.\n\n                (i)     'CONSULTANT' means any person, including an advisor, who\nis engaged by the Company or any Parent or Subsidiary to render services and is\ncompensated for such services, and any director of the Company whether\ncompensated for such services or not.\n\n\n\n\n\n                (j)     'CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT' means\nthe absence of any interruption or termination of service as an Employee or\nConsultant. Continuous Status as an Employee or Consultant shall not be\nconsidered interrupted in the case of: (i) sick leave; (ii) military leave;\n(iii) any other leave of absence approved by the Administrator, provided that\nsuch leave is for a period of not more than ninety (90) days, unless\nreemployment upon the expiration of such leave is guaranteed by contract or\nstatute, or unless provided otherwise pursuant to Company policy adopted from\ntime to time; or (iv) in the case of transfers between locations of the Company\nor between the Company, its Subsidiaries or their respective successors. For\npurposes of this Plan, a change in status from an Employee to a Consultant or\nfrom a Consultant to an Employee will not constitute an interruption of\nContinuous Status as an Employee or Consultant.\n\n                (k)     'DIRECTOR' means a member of the Board.\n\n                (l)     'EMPLOYEE' means any person (including, if appropriate,\nany Named Executive, Officer or Director), employed by the Company or any Parent\nor Subsidiary of the Company, with the status of employment determined based\nupon such minimum number of hours or periods worked as shall be determined by\nthe Administrator in its discretion, subject to any requirements of the Code.\nThe payment by the Company of a director's fee to a Director shall not be\nsufficient to constitute 'employment' of such Director by the Company.\n\n                (m)     'EXCHANGE ACT' means the Securities Exchange Act of\n1934, as amended.\n\n                (n)     'FAIR MARKET VALUE' means, as of any date, the fair\nmarket value of Common Stock determined as follows:\n\n                        (i)     If the Common Stock is listed on any established\nstock exchange or a national market system including without limitation the\nNational Market of the National Association of Securities Dealers, Inc.\nAutomated Quotation ('Nasdaq') System, its Fair Market Value shall be the\nclosing sales price for such stock (or the closing bid, if no sales were\nreported), as quoted on such system or exchange, or the exchange with the\ngreatest volume of trading in Common Stock for the last market trading day prior\nto the time of determination, as reported in The Wall Street Journal or such\nother source as the Administrator deems reliable;\n\n                        (ii)    If the Common Stock is quoted on the Nasdaq\nSystem (but not on the National Market thereof) or regularly quoted by a\nrecognized securities dealer but selling prices are not reported, its Fair\nMarket Value shall be the mean between the high bid and low asked prices for the\nCommon Stock for the last market trading day prior to the time of determination,\nas reported in The Wall Street Journal or such other source as the Administrator\ndeems reliable; or\n\n                        (iii)   In the absence of an established market for the\nCommon Stock, the Fair Market Value thereof shall be determined in good faith by\nthe Administrator.\n\n\n\n                                      -2-\n\n\n                (o)     'INCENTIVE STOCK OPTION' means an Option intended to\nqualify as an incentive stock option within the meaning of Section 422 of the\nCode, as designated in the applicable written option agreement.\n\n                (p)     'LISTED SECURITY' means any security of the Company that\nis listed or approved for listing on a national securities exchange or\ndesignated or approved for designation as a national market system security on\nan interdealer quotation system by the National Association of Securities\nDealers, Inc.\n\n                (q)     'NAMED EXECUTIVE' means any individual who, on the last\nday of the Company's fiscal year, is the chief executive officer of the Company\n(or is acting in such capacity) or among the four most highly compensated\nofficers of the Company (other than the chief executive officer). Such officer\nstatus shall be determined pursuant to the executive compensation disclosure\nrules under the Exchange Act.\n\n                (r)     'NONSTATUTORY STOCK OPTION' means an Option not intended\nto qualify as an Incentive Stock Option, as designated in the applicable written\noption agreement.\n\n                (s)     'OFFICER' means a person who is an officer of the\nCompany within the meaning of Section 16(a) of the Exchange Act and the rules\nand regulations promulgated thereunder.\n\n                (t)     'OPTION' means a stock option granted pursuant to the\nPlan.\n\n                (u)     'OPTIONED STOCK' means the Common Stock subject to an\nOption, Stock Purchase Right or Stock Bonus.\n\n                (v)     'OPTIONEE' means an Employee or Consultant who receives\nan Option, a Stock Purchase Right, or a Stock Bonus.\n\n                (w)     'PARENT' means a 'parent corporation', whether now or\nhereafter existing, as defined in Section 424(e) of the Code, or any successor\nprovision.\n\n                (x)     'PLAN' means this 1996 Stock Plan.\n\n                (y)     'REPORTING PERSON' means an officer, director, or\ngreater than ten percent stockholder of the Company within the meaning of Rule\n16a-2 under the Exchange Act, who is required to file reports pursuant to Rule\n16a-3 under the Exchange Act.\n\n                (z)     'RESTRICTED STOCK' means shares of Common Stock acquired\npursuant to a grant of a Stock Purchase Right or Stock Bonus under Section 11 or\nSection 12 below.\n\n                (aa)    'RULE 16B-3' means Rule 16b-3 promulgated under the\nExchange Act, as the same may be amended from time to time, or any successor\nprovision.\n\n                (bb)    'SHARE' means a share of the Common Stock, as adjusted\nin accordance with Section 14 of the Plan.\n\n\n\n\n                                      -3-\n\n\n                (cc)    'STOCK BONUS' means an award of Shares granted pursuant\nto Section 12 below.\n\n                (dd)    'STOCK EXCHANGE' means any stock exchange or\nconsolidated stock price reporting system on which prices for the Common Stock\nare quoted at any given time.\n\n                (ee)    'STOCK PURCHASE RIGHT' means the right to purchase\nCommon Stock pursuant to Section 10 below.\n\n                (ff)    'SUBSIDIARY' means a 'subsidiary corporation,' whether\nnow or hereafter existing, as defined in Section 424(f) of the Code, or any\nsuccessor provision.\n\n                (gg)    'TEN PERCENT HOLDER' means a person who owns stock\nrepresenting more than ten percent (10%) of the voting power of all classes of\nstock of the Company or any Parent or Subsidiary.\n\n        3.      STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section\n14 of the Plan, the maximum aggregate number of Shares that may be optioned and\nsold under the Plan is 6,630,000 shares of Common Stock, plus an automatic\nannual increase on the first day of each of the Company's fiscal years beginning\nin 2000 and ending in 2006 equal to the lesser of: (i) 600,000 Shares; (ii) four\npercent (4%) of the Shares outstanding on the last day of the immediately\npreceding fiscal year; or (iii) such lesser number of shares as is determined by\nthe Board of Directors. The Shares may be authorized, but unissued, or\nreacquired Common Stock. If an Option should expire or become unexercisable for\nany reason without having been exercised in full, the unpurchased Shares that\nwere subject thereto shall, unless the Plan shall have been terminated, become\navailable for future grant under the Plan. In addition, any Shares of Common\nStock which are retained by the Company upon exercise of an Option or Stock\nPurchase Right in order to satisfy the exercise or purchase price for such\nOption or Stock Purchase Right or any withholding taxes due with respect to such\nexercise shall be treated as not issued and shall continue to be available under\nthe Plan. Shares repurchased by the Company pursuant to any repurchase right\nwhich the Company may have and Shares forfeited to the Company pursuant to\nSection 12 below shall not be available for future grant as Incentive Stock\nOptions under the Plan to the extent the future grant of such options shall not\nhave satisfied the stockholder approval requirements under Section 422 of the\nCode.\n\n        4.      ADMINISTRATION OF THE PLAN.\n\n                (a)     GENERAL. The Plan shall be administered by the Board or\na Committee, or a combination thereof, as determined by the Board. The Plan may\nbe administered by different administrative bodies with respect to different\nclasses of Optionees and, if permitted by the Applicable Laws, the Board may\nauthorize one or more officers (who may (but need not) be Officers) to grant\nOptions, Stock Purchase Rights or Stock Bonuses to Employees and Consultants.\n\n                (b)     ADMINISTRATION WITH RESPECT TO REPORTING PERSONS. With\nrespect to Options granted to Reporting Persons and Named Executives, the Plan\nmay (but need not) be \n\n\n\n\n                                      -4-\n\n\nadministered so as to permit such Options to qualify for the exemption set forth\nin Rule 16b-3 and to qualify as performance-based compensation under Section\n162(m) of the Code.\n\n                (c)     POWERS OF THE ADMINISTRATOR. Subject to the provisions\nof the Plan and in the case of a Committee, the specific duties delegated by the\nBoard to such Committee, and subject to the approval of any relevant\nauthorities, including the approval, if required, of any Stock Exchange, the\nAdministrator shall have the authority, in its discretion:\n\n                        (i)     to determine the Fair Market Value of the Common\nStock, in accordance with Section 2(n) of the Plan;\n\n                        (ii)    to select the Consultants and Employees to whom\nOptions, Stock Purchase Rights and Stock Bonuses may from time to time be\ngranted hereunder;\n\n                        (iii)   to determine whether and to what extent Options,\nStock Purchase Rights and Stock Bonuses or any combination thereof are granted\nhereunder;\n\n                        (iv)    to determine the number of shares of Common\nStock to be covered by each such award granted hereunder;\n\n                        (v)     to approve forms of agreement for use under the\nPlan;\n\n                        (vi)    to determine the terms and conditions, not\ninconsistent with the terms of the Plan, of any award granted hereunder;\n\n                        (vii)   to determine whether and under what\ncircumstances an Option may be settled in cash under Section 10(g) instead of\nCommon Stock;\n\n                        (viii)  to reduce the exercise price of any Option to\nthe then current Fair Market Value if the Fair Market Value of the Common Stock\ncovered by such Option shall have declined since the date the Option was\ngranted;\n\n                        (ix)    to determine the terms and restrictions\napplicable to Stock Purchase Rights and Stock Bonuses and the Restricted Stock\npurchased by exercising such Stock Purchase Rights or received through such\nStock Bonuses; and\n\n                        (x)     to construe and interpret the terms of the Plan\nand awards granted pursuant to the Plan; and\n\n                        (xi)    in order to fulfill the purposes of the Plan and\nwithout amending the Plan, to modify grants of Options, Stock Purchase Rights or\nStock Bonuses to participants who are foreign nationals or employed outside of\nthe United States in order to recognize differences in local law, tax policies\nor customs.\n\n                (d)     EFFECT OF ADMINISTRATOR'S DECISION. All decisions,\ndeterminations and interpretations of the Administrator shall be final and\nbinding on all holders of Options, Stock Purchase Rights or Stock Bonuses.\n\n\n\n\n                                      -5-\n\n\n        5.      ELIGIBILITY.\n\n                (a)     RECIPIENTS OF GRANTS. Nonstatutory Stock Options, Stock\nPurchase Rights and Stock Bonuses may be granted to Employees and Consultants.\nIncentive Stock Options may be granted only to Employee, provided however that\nEmployees of Affiliates shall not be eligible to receive Incentive Stock\nOptions. An Employee or Consultant who has been granted an Option, Stock\nPurchase Right or Stock Bonus may, if he or she is otherwise eligible, be\ngranted additional Options, Stock Purchase Rights or Stock Bonuses.\n\n                (b)     TYPE OF OPTION. Each Option shall be designated in the\nwritten option agreement as either an Incentive Stock Option or a Nonstatutory\nStock Option. However, notwithstanding such designations, to the extent that the\naggregate Fair Market Value of Shares with respect to which Options designated\nas Incentive Stock Options are exercisable for the first time by any Optionee\nduring any calendar year (under all plans of the Company or any Parent or\nSubsidiary) exceeds $100,000, such excess Options shall be treated as\nNonstatutory Stock Options. For purposes of this Section 5(b), Incentive Stock\nOptions shall be taken into account in the order in which they were granted, and\nthe Fair Market Value of the Shares subject to an Incentive Stock Option shall\nbe determined as of the date of the grant of such Option.\n\n                (c)     The Plan shall not confer upon any Optionee any right\nwith respect to continuation of employment or consulting relationship with the\nCompany, nor shall it interfere in any way with such Optionee's right or the\nCompany's right to terminate his or her employment or consulting relationship at\nany time, with or without cause.\n\n        6.      TERM OF PLAN. The Plan shall become effective upon the earlier\nto occur of its adoption by the Board of Directors or its approval by the\nstockholders of the Company as described in Section 20 of the Plan. It shall\ncontinue in effect for a term of ten (10) years unless sooner terminated under\nSection 17 of the Plan.\n\n        7.      TERM OF OPTION. The term of each Option shall be the term stated\nin the Option Agreement; provided, however, that the term shall be no more than\nten (10) years from the date of grant thereof or such shorter term as may be\nprovided in the Option Agreement and provided further that, in the case of an\nOption granted to an Optionee who, at the time the Option is granted is a Ten\nPercent Holder, the term of the Option shall be five (5) years from the date of\ngrant thereof or such shorter term as may be provided in the written option\nagreement.\n\n        8.      LIMITATION ON GRANTS TO EMPLOYEES. Subject to adjustment as\nprovided in Section 14 below, the maximum number of Shares which may be subject\nto Options, Stock Purchase Rights and Stock Bonuses granted to any one Employee\nunder this Plan for any fiscal year of the Company shall be 2,000,000 Shares.\n\n        9.      OPTION EXERCISE PRICE AND CONSIDERATION.\n\n                (a)     The per share exercise price for the Shares to be issued\npursuant to exercise of an Option shall be such price as is determined by the\nBoard and set forth in the applicable agreement, but shall be subject to the\nfollowing:\n\n\n\n\n                                      -6-\n\n\n                        (i)     In the case of an Incentive Stock Option that\nis:\n\n                                (A)     granted to an Employee who, at the time\nof the grant of such Incentive Stock Option, is a Ten Percent Holder, the per\nShare exercise price shall be no less than 110% of the Fair Market Value per\nShare on the date of grant.\n\n                                (B)     granted to any other Employee, the per\nShare exercise price shall be no less than 100% of the Fair Market Value per\nShare on the date of grant.\n\n                        (ii)    In the case of a Nonstatutory Stock Option that\nis:\n\n                                (A)     granted prior to the date, if any, on\nwhich the Common Stock becomes a Listed Security, to a person who, at the time\nof the grant of such Option, is a Ten Percent Holder, the per Share exercise\nprice shall be no less than 110% of the Fair Market Value per Share on the date\nof the grant.\n\n                                (B)     granted to a person who, at the time of\nthe grant of such Option, is a Named Executive of the Company, the per share\nExercise Price shall be no less than 100% of the Fair Market Value on the date\nof grant if such Option is intended to qualify as performance-based compensation\nunder Section 162(m) of the Code;\n\n                                (C)     granted prior to the date, if any, on\nwhich the Common Stock becomes a Listed Security, to any person other than a\nNamed Executive or Ten Percent Holder, the per Share exercise price shall be no\nless than 85% of the Fair Market Value per Share on the date of grant if\nrequired by the Applicable Laws and, if not so required, shall be such price as\nis determined by the Administrator; or\n\n                        (iii)   Notwithstanding the foregoing, Options may be\ngranted with a per Share exercise price other than as required above pursuant to\na merger or other corporate transaction.\n\n                (b)     The consideration to be paid for the Shares to be issued\nupon exercise of an Option, including the method of payment, shall be determined\nby the Administrator (and, in the case of an Incentive Stock Option, shall be\ndetermined at the time of grant) and may consist entirely of (1) cash, (2)\ncheck, (3) promissory note, (4) other Shares that (x) in the case of Shares\nacquired upon exercise of an Option, have been owned by the Optionee for more\nthan six months on the date of surrender or such other period as may be required\nto avoid a charge to the Company's earnings, and (y) have a Fair Market Value on\nthe date of surrender equal to the aggregate exercise price of the Shares as to\nwhich such Option shall be exercised, (5) authorization for the Company to\nretain from the total number of Shares as to which the Option is exercised that\nnumber of Shares having a Fair Market Value on the date of exercise equal to the\nexercise price for the total number of Shares as to which the Option is\nexercised, (6) delivery of a properly executed exercise notice together with\nsuch other documentation as the Administrator and the broker, if applicable,\nshall require to effect an exercise of the Option and delivery to the Company of\nthe sale or loan proceeds required to pay the exercise price and any \n\n\n\n\n                                      -7-\n\n\napplicable income or employment taxes, (7) delivery of an irrevocable\nsubscription agreement for the Shares that irrevocably obligates the option\nholder to take and pay for the Shares not more than twelve months after the date\nof delivery of the subscription agreement, (8) any combination of the foregoing\nmethods of payment, or (9) such other consideration and method of payment for\nthe issuance of Shares to the extent permitted under Applicable Laws. In making\nits determination as to the type of consideration to accept, the Administrator\nshall consider if acceptance of such consideration may be reasonably expected to\nbenefit the Company.\n\n        10.     EXERCISE OF OPTION.\n\n                (a)     PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any\nOption granted hereunder shall be exercisable at such times and under such\nconditions as determined by the Administrator, and reflected in the written\noption agreement, which may include vesting requirements and\/or performance\ncriteria with respect to the Company and\/or the Optionee; provided that if\nrequired by the Applicable Laws, any option granted prior to the date, if any,\nupon which the Common Stock becomes a Listed Security, shall become exercisable\nat the rate of at least twenty percent (20%) per year over five (5) years from\nthe date the Option is granted. In the event that any of the Shares issued upon\nexercise of an Option (which exercise occurs prior to the date, if any, upon\nwhich the Common Stock becomes a Listed Security) should be subject to a right\nof repurchase in the Company's favor, such repurchase right shall, if required\nby the Applicable Laws, lapse at the rate of at least twenty percent (20%) per\nyear over five (5) years from the date the Option is granted.\n\n                        An Option may not be exercised for a fraction of a\nShare.\n\n                        An Option shall be deemed to be exercised when written\nnotice of such exercise has been given to the Company in accordance with the\nterms of the Option by the person entitled to exercise the Option and the\nCompany has received full payment for the Shares with respect to which the\nOption is exercised. Full payment may, as authorized by the Board, consist of\nany consideration and method of payment allowable under Section 9(b) of the\nPlan. Until the issuance (as evidenced by the appropriate entry on the books of\nthe Company or of a duly authorized transfer agent of the Company) of the stock\ncertificate evidencing such Shares, no right to vote or receive dividends or any\nother rights as a stockholder shall exist with respect to the Optioned Stock,\nnot withstanding the exercise of the Option. The Company shall issue (or cause\nto be issued) such stock certificate promptly upon exercise of the Option. No\nadjustment will be made for a dividend or other right for which the record date\nis prior to the date the stock certificate is issued, except as provided in\nSection 13 of the Plan.\n\n                        Exercise of an Option in any manner shall result in a\ndecrease in the number of Shares that thereafter may be available, both for\npurposes of the Plan and for sale under the Option, by the number of Shares as\nto which the Option is exercised.\n\n                (b)     TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP.\nSubject to Section 10(c), in the event of termination of an Optionee's\nContinuous Status as an Employee or Consultant with the Company, such Optionee\nmay, but only within three (3) months (or such other period of time not less\nthan thirty (30) days as is determined by the Administrator, with \n\n\n\n\n                                      -8-\n\n\nsuch determination in the case of an Incentive Stock Option being made at the\ntime of grant of the Option and not exceeding three (3) months) after the date\nof such termination (but in no event later than the expiration date of the term\nof such Option as set forth in the Option Agreement), exercise his or her Option\nto the extent that the Optionee was entitled to exercise it at the date of such\ntermination. To the extent that Optionee was not entitled to exercise the Option\nat the date of such termination, or if Optionee does not exercise such Option to\nthe extent so entitled within the time specified herein, the Option shall\nterminate. No termination shall be deemed to occur and this Section 10(b) shall\nnot apply if (i) the Optionee is a Consultant who becomes an Employee; or (ii)\nthe Optionee is an Employee who becomes a Consultant.\n\n                (c)     DISABILITY OF OPTIONEE.\n\n                        (i)     Notwithstanding Section 10(b) above, in the\nevent of termination of an Optionee's Continuous Status as an Employee or\nConsultant as a result of his or her total and permanent disability (within the\nmeaning of Section 22(e)(3) of the Code), Optionee may, but only within twelve\n(12) months from the date of such termination (but in no event later than the\nexpiration date of the term of such Option as set forth in the Option\nAgreement), exercise the Option to the extent otherwise entitled to exercise it\nat the date of such termination. To the extent that Optionee was not entitled to\nexercise the Option at the date of termination, or if Optionee does not exercise\nsuch Option to the extent so entitled within the time specified herein, the\nOption shall terminate.\n\n                        (ii)    In the event of termination of an Optionee's\nContinuous Status as an Employee or Consultant as a result of a disability which\ndoes not fall within the meaning of total and permanent disability (as set forth\nin Section 22(e)(3) of the Code), Optionee may, but only within six (6) months\nfrom the date of such termination (but in no event later than the expiration\ndate of the term of such Option as set forth in the Option Agreement), exercise\nthe Option to the extent otherwise entitled to exercise it at the date of such\ntermination. However, to the extent that such Optionee fails to exercise an\nOption which is an Incentive Stock Option ('ISO') (within the meaning of Section\n422 of the Code) within three (3) months of the date of such termination, the\nOption will not qualify for ISO treatment under the Code. To the extent that\nOptionee was not entitled to exercise the Option at the date of termination, or\nif Optionee does not exercise such Option to the extent so entitled within six\nmonths (6) from the date of termination, the Option shall terminate.\n\n                (d)     DEATH OF OPTIONEE. In the event of the death of an\nOptionee during the period of Continuous Status as an Employee or Consultant\nsince the date of grant of the Option, or within thirty (30) days following\ntermination of Optionee's Continuous Status as an Employee or Consultant, the\nOption may be exercised, at any time within six (6) months following the date of\ndeath (but in no event later than the expiration date of the term of such Option\nas set forth in the Option Agreement), by Optionee's estate or by a person who\nacquired the right to exercise the Option by bequest or inheritance, but only to\nthe extent of the right to exercise that had accrued at the date of death or, if\nearlier, the date of termination of Optionee's Continuous Status as an Employee\nor Consultant. To the extent that Optionee was not entitled to exercise the\n\n\n\n                                      -9-\n\n\nOption at the date of death or termination, as the case may be, or if Optionee\ndoes not exercise such Option to the extent so entitled within the time\nspecified herein, the Option shall terminate.\n\n                (e)     EXTENSION OF EXERCISE PERIOD. The Administrator shall\nhave full power and authority to extend the period of time for which an Option\nis to remain exercisable following termination of an Optionee's Continuous\nStatus as an Employee or Consultant from the periods set forth in Sections\n10(b), 10(c) and 10(d) above or in the Option Agreement to such greater time as\nthe Board shall deem appropriate, provided that in no event shall such Option be\nexercisable later than the date of expiration of the term of such Option as set\nforth in the Option Agreement.\n\n                (f)     RULE 16B-3. Options granted to Reporting Persons shall\ncomply with Rule 16b-3 and shall contain such additional conditions or\nrestrictions as may be required thereunder to qualify for the maximum exemption\nfor Plan transactions.\n\n                (g)     BUYOUT PROVISIONS. The Administrator may at any time\noffer to buy out for a payment in cash or Shares, an Option previously granted,\nbased on such terms and conditions as the Administrator shall establish and\ncommunicate to the Optionee at the time that such offer is made.\n\n        11.     STOCK PURCHASE RIGHTS.\n\n                (a)     RIGHTS TO PURCHASE. Stock Purchase Rights may be issued\neither alone, in addition to, or in tandem with other awards granted under the\nPlan and\/or cash awards made outside of the Plan. After the Administrator\ndetermines that it will offer Stock Purchase Rights under the Plan, it shall\nadvise the offeree in writing of the terms, conditions and restrictions related\nto the offer, including the number of Shares that such person shall be entitled\nto purchase, the price to be paid, and the time within which such person must\naccept such offer, which shall in no event exceed thirty (30) days from the date\nupon which the Administrator made the determination to grant the Stock Purchase\nRight. In the case of a Stock Purchase Right granted prior to the date, if any,\non which the Common Stock becomes a Listed Security and if required by the\nApplicable Laws at such time, the purchase price of Shares subject to such Stock\nPurchase Rights shall not be less than 85% of the Fair Market Value of the\nShares as of the date of the offer, or, in the case of a Ten Percent Holder, the\nprice shall not be less than 100% of the Fair Market Value of the Shares as of\nthe date of the offer. If the Applicable Laws do not impose the requirements set\nforth in the preceding sentence and with respect to any Stock Purchase Rights\ngranted after the date, if any, on which the Common Stock becomes a Listed\nSecurity, the purchase price of Shares subject to Stock Purchase Rights shall be\nas determined by the Administrator. The offer shall be accepted by execution of\na Restricted Stock Purchase Agreement in the form determined by the\nAdministrator. Shares purchased pursuant to the grant of a Stock Purchase Right\nshall be referred to herein as 'Restricted Stock.'\n\n                (b)     REPURCHASE OPTION. Unless the Administrator determines\notherwise, the Restricted Stock Purchase Agreement shall grant the Company a\nrepurchase option exercisable upon the voluntary or involuntary termination of\nthe purchaser's employment with the Company for any reason (including death or\ndisability). The purchase price for Shares repurchased \n\n\n\n\n                                      -10-\n\n\npursuant to the Restricted Stock purchase agreement shall be the original\npurchase price paid by the purchaser and may be paid by cancellation of any\nindebtedness of the purchaser to the Company. The repurchase option shall lapse\nat such rate as the Administrator may determine, provided, however, that with\nrespect to a Stock Purchase Right granted prior to the date, if any, on which\nthe Common Stock becomes a Listed Security to a purchaser who is not an officer\n(including an Officer), Director or Consultant of the Company or any Parent or\nSubsidiary of the Company, it shall lapse at a minimum rate of 20% per year.\n\n                (c)     OTHER PROVISIONS. The Restricted Stock Purchase\nAgreement shall contain such other terms, provisions and conditions not\ninconsistent with the Plan as may be determined by the Administrator in its sole\ndiscretion. In addition, the provisions of Restricted Stock Purchase Agreements\nneed not be the same with respect to each purchaser.\n\n                (d)     RIGHTS AS A STOCKHOLDER. Once the Stock Purchase Right\nis exercised, the purchaser shall have the rights equivalent to those of a\nstockholder, and shall be a stockholder when his or her purchase is entered upon\nthe records of the duly authorized transfer agent of the Company. No adjustment\nwill be made for a dividend or other right for which the record date is prior to\nthe date the Stock Purchase Right is exercised, except as provided in Section 13\nof the Plan.\n\n        12.     STOCK BONUSES.\n\n                (a)     AWARDS OF STOCK BONUSES. Stock Bonuses may be issued\neither alone, in addition to, or in tandem with other awards granted under the\nPlan and\/or cash awards made outside of the Plan. A Stock Bonus may be awarded\nfor past services already rendered to the Company, or any Parent, Subsidiary or\nAffiliate of the Company pursuant to an agreement (a 'Stock Bonus Agreement')\nthat shall be in such form (which shall not be the same for each recipient) as\nthe Administrator shall from time to time approve, and shall comply with and be\nsubject to the terms and conditions of the Plan. Stock Bonuses may vary from\nrecipient to recipient and between groups of recipients, and may be based upon\nachievement of the Company, Parent, Subsidiary or Affiliate and\/or individual\nperformance factors or upon such other criteria as the Administrator may\ndetermine.\n\n                (b)     FORFEITURE PROVISIONS. Unless the Administrator\ndetermines otherwise, the Stock Bonus Agreement shall provide for the forfeiture\nof Stock Bonus Shares to the Company without payment of consideration upon the\nvoluntary or involuntary termination of the recipient's employment with the\nCompany for any reason (including death or disability). The forfeiture provision\nshall lapse at such rate as the Administrator may determine.\n\n                (c)     OTHER PROVISIONS. The Stock Bonus Agreement shall\ncontain such other terms, provisions and conditions not inconsistent with the\nPlan as may be determined by the Administrator in its sole discretion. In\naddition, the provisions of Stock Bonus Agreements need not be the same with\nrespect to each purchaser.\n\n                (d)     RIGHTS AS A STOCKHOLDER. Once the Stock Bonus is\nawarded, the recipient shall have the rights equivalent to those of a\nstockholder, and shall be a stockholder when his or \n\n\n\n\n                                      -11-\n\n\nher award is entered upon the records of the duly authorized transfer agent of\nthe Company. No adjustment will be made for a dividend or other right for which\nthe record date is prior to the date the Stock Bonus is awarded, except as\nprovided in Section 14 of the Plan.\n\n        13.     TAXES.\n\n                (a)     As a condition of the exercise of an Option or Stock\nPurchase Right or the award of a Stock Bonus granted under the Plan, the\nParticipant (or in the case of the Participant's death, the person exercising or\nreceiving the Option, Stock Purchase Right or Stock Bonus) shall make such\narrangements as the Administrator may require for the satisfaction of any\napplicable federal, state, local or foreign withholding tax obligations that may\narise in connection with the exercise of Option or Stock Purchase Right or the\naward of a Stock Bonus and the issuance of Shares. The Company shall not be\nrequired to issue any Shares under the Plan until such obligations are\nsatisfied.\n\n                (b)     In the case of an Employee and in the absence of any\nother arrangement, the Employee shall be deemed to have directed the Company to\nwithhold or collect from his or her compensation an amount sufficient to satisfy\nsuch tax obligations from the next payroll payment otherwise payable after the\ndate of an exercise of the Option or Stock Purchase Right or the award of the\nStock Bonus.\n\n                (c)     This Section 13(c) shall apply only after the date, if\nany, upon which the Common Stock becomes a Listed Security. In the case of\nParticipant other than an Employee (or in the case of an Employee where the next\npayroll payment is not sufficient to satisfy such tax obligations, with respect\nto any remaining tax obligations), in the absence of any other arrangement and\nto the extent permitted under the Applicable Laws, the Participant shall be\ndeemed to have elected to have the Company withhold from the Shares to be issued\nupon exercise of the Option or Stock Purchase Right or award of the Stock Bonus\nthat number of Shares having a Fair Market Value determined as of the applicable\nTax Date (as defined below) equal to the amount required to be withheld. For\npurposes of this Section 13, the Fair Market Value of the Shares to be withheld\nshall be determined on the date that the amount of tax to be withheld is to be\ndetermined under the Applicable Laws (the 'Tax Date').\n\n                (d)     If permitted by the Administrator, in its discretion, a\nParticipant may satisfy his or her tax withholding obligations upon exercise of\nan Option or Stock Purchase Right or award of a Stock Bonus by surrendering to\nthe Company Shares that (i) in the case of Shares previously acquired from the\nCompany, have been owned by the Participant for more than six (6) months on the\ndate of surrender, and (ii) have a Fair Market Value determined as of the\napplicable Tax Date equal to the amount required to be withheld.\n\n                (e)     Any election or deemed election by a Participant to have\nShares withheld to satisfy tax withholding obligations under Section 13(c) or\n(d) above shall be irrevocable as to the particular Shares as to which the\nelection is made and shall be subject to the consent or disapproval of the\nAdministrator. Any election by a Participant under Section 13(d) above must be\nmade on or prior to the applicable Tax Date.\n\n\n\n\n                                      -12-\n\n\n                (f)     In the event an election to have Shares withheld is made\nby a Participant and the Tax Date is deferred under Section 83 of the Code\nbecause no election is filed under Section 83(b) of the Code, the Participant\nshall receive the full number of Shares with respect to which the Option or\nStock Purchase Right is exercised or Stock Bonus is awarded but such Participant\nshall be unconditionally obligated to tender back to the Company the proper\nnumber of Shares on the applicable Tax Date.\n\n        14.     ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR CERTAIN\nOTHER TRANSACTIONS.\n\n                (a)     CHANGES IN CAPITALIZATION. Subject to any required\naction by the stockholders of the Company, the number of shares of Common Stock\ncovered by each outstanding Option, Stock Purchase Right or Stock Bonus, and the\nnumber of shares of Common Stock that have been authorized for issuance under\nthe Plan but as to which no Options, Stock Purchase Rights or Stock Bonuses have\nyet been granted or that have been returned to the Plan upon cancellation or\nexpiration of an Option, Stock Purchase Right or Stock Bonus, the number of\nShares described in Section 3(a)(i) and 8 above, as well as the price per share\nof Common Stock covered by each such outstanding Option or Stock Purchase Right,\nshall be proportionately adjusted for any increase or decrease in the number of\nissued shares of Common Stock resulting from a stock split, reverse stock split,\nstock dividend, combination, recapitalization or reclassification of the Common\nStock, or any other increase or decrease in the number of issued shares of\nCommon Stock effected without receipt of consideration by the Company; provided,\nhowever, that conversion of any convertible securities of the Company shall not\nbe deemed to have been 'effected without receipt of consideration.' Such\nadjustment shall be made by the Board, whose determination in that respect shall\nbe final, binding and conclusive. Except as expressly provided herein, no\nissuance by the Company of shares of stock of any class, or securities\nconvertible into shares of stock of any class, shall affect, and no adjustment\nby reason thereof shall be made with respect to, the number or price of shares\nof Common Stock subject to an Option, Stock Purchase Right or Stock Bonus.\n\n                (b)     DISSOLUTION OR LIQUIDATION. In the event of the proposed\ndissolution or liquidation of the Company, the Board shall notify the Optionee\nat least fifteen (15) days prior to such proposed action. To the extent it has\nnot been previously exercised, the Option or Stock Purchase Right will terminate\nimmediately prior to the consummation of such proposed action.\n\n                (c)     MERGER OR SALE OF ASSETS. In the event of a proposed\nsale of all or substantially all of the Company's assets or a merger of the\nCompany with or into another corporation where the successor corporation issues\nits securities to the Company's stockholders, each outstanding Option or Stock\nPurchase Right shall be assumed or an equivalent option or right shall be\nsubstituted by such successor corporation or a parent or subsidiary of such\nsuccessor corporation, unless the successor corporation does not agree to assume\nthe Option or Stock Purchase Right or to substitute an equivalent option or\nright, in which case such Option or Stock Purchase Right shall terminate upon\nthe consummation of the merger or sale of assets.\n\n\n\n\n                                      -13-\n\n\n                (d)     CERTAIN DISTRIBUTIONS. In the event of any distribution\nto the Company's stockholders of securities of any other entity or other assets\n(other than dividends payable in cash or stock of the Company) without receipt\nof consideration by the Company, the Administrator may, in its discretion,\nappropriately adjust the price per share of Common Stock covered by each\noutstanding Option or Stock Purchase Right to reflect the effect of such\ndistribution.\n\n        15.     NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS.\nOptions and Stock Purchase Rights may not be sold, pledged, assigned,\nhypothecated, transferred, or disposed of in any manner other than by will or by\nthe laws of descent or distribution, provided that, after the date, if any, upon\nwhich the Common Stock becomes a Listed Security, the Administrator may in its\ndiscretion grant transferable Nonstatutory Stock Options pursuant to Option\nAgreements specifying (i) the manner in which such Nonstatutory Stock Options\nare transferable and (ii) that any such transfer shall be subject to the\nApplicable Laws. The designation of a beneficiary by an Optionee will not\nconstitute a transfer. An Option or Stock Purchase Right may be exercised,\nduring the lifetime of the holder of Option or Stock Purchase Right, only by\nsuch holder or a transferee permitted by this Section 16.\n\n        16.     TIME OF GRANTING OPTIONS, STOCK PURCHASE RIGHTS AND STOCK\nBONUSES. The date of grant of an Option, Stock Purchase Right or Stock Bonus\nshall, for all purposes, be the date on which the Administrator makes the\ndetermination granting such Option, Stock Purchase Right or Stock Bonus, or such\nother date as is determined by the Board; provided however that in the case of\nany Incentive Stock Option, the grant date shall be the later of the date on\nwhich the Administrator makes the determination granting such Incentive Stock\nOption or the date of commencement of the Optionee's employment relationship\nwith the Company. Notice of the determination shall be given to each Employee or\nConsultant to whom an Option, Stock Purchase Right or Stock Bonus is so granted\nwithin a reasonable time after the date of such grant.\n\n        17.     AMENDMENT AND TERMINATION OF THE PLAN.\n\n                (a)     AUTHORITY TO AMEND OR TERMINATE. The Board may at any\ntime amend, alter, suspend or discontinue the Plan, but no amendment,\nalteration, suspension or discontinuation shall be made that would impair the\nrights of any Optionee under any grant theretofore made, without his or her\nconsent. In addition, to the extent necessary and desirable to comply with the\nApplicable Laws, the Company shall obtain stockholder approval of any Plan\namendment in such a manner and to such a degree as required.\n\n                (b)     EFFECT OF AMENDMENT OR TERMINATION. No amendment or\ntermination of the Plan shall adversely affect Options, Stock Purchase Rights or\nStock Bonuses already granted, unless mutually agreed otherwise between the\nOptionee and the Board, which agreement must be in writing and signed by the\nOptionee and the Company.\n\n        18.     CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued\npursuant to the exercise of an Option or Stock Purchase Right or the award of a\nStock Bonus unless the exercise of such Option or Stock Purchase Right or the\naward of such Stock Bonus and the issuance and delivery of such Shares pursuant\nthereto shall comply with all relevant provisions of law, including, without\nlimitation, the Securities Act of 1933, as amended, the Exchange Act, the \n\n\n\n\n                                      -14-\n\n\nrules and regulations promulgated thereunder, and the requirements of any Stock\nExchange. As a condition to the exercise of an Option or Stock Purchase Right\nand the award of a Stock Bonus, the Company may require the person exercising\nsuch Option or Stock Purchase Right or receiving such Stock Bonus to represent\nand warrant at the time of any such exercise or award that the Shares are being\npurchased or received only for investment and without any present intention to\nsell or distribute such Shares if, in the opinion of counsel for the Company,\nsuch a representation is required by law.\n\n        19.     RESERVATION OF SHARES. The Company, during the term of this\nPlan, will at all times reserve and keep available such number of Shares as\nshall be sufficient to satisfy the requirements of the Plan. The inability of\nthe Company to obtain authority from any regulatory body having jurisdiction,\nwhich authority is deemed by the Company's counsel to be necessary to the lawful\nissuance and sale of any Shares hereunder, shall relieve the Company of any\nliability in respect of the failure to issue or sell such Shares as to which\nsuch requisite authority shall not have been obtained.\n\n        20.     AGREEMENTS. Options, Stock Purchase Rights and Stock Bonuses\nshall be evidenced by written agreements in such form as the Administrator shall\napprove from time to time.\n\n        21.     STOCKHOLDER APPROVAL. If required by the Applicable Laws,\ncontinuance of the Plan shall be subject to approval by the stockholders of the\nCompany within twelve (12) months before or after the date the Plan is adopted.\nSuch stockholder approval shall be obtained in the degree and manner required\nunder the Applicable Laws. All Options, Stock Purchase Rights and Stock Bonuses\nissued under the Plan shall become void in the event such approval is not\nobtained.\n\n        22.     INFORMATION AND DOCUMENTS TO OPTIONEES, PURCHASERS AND\nRECIPIENTS. Prior to the date, if any, upon which the Common Stock becomes a\nListed Security and if required by the Applicable Laws, the Company shall\nprovide financial statements at least annually to each Optionee and to each\nindividual who acquired Shares Pursuant to the Plan, during the period such\nOptionee, purchaser or recipient has one or more Options, Stock Purchase Rights\nor Stock Bonuses outstanding, and in the case of an individual who acquired\nShares pursuant to the Plan, during the period such individual owns such Shares.\nThe Company shall not be required to provide such information if the issuance of\nOptions, Stock Purchase Rights or Stock Bonuses under the Plan is limited to key\nemployees whose duties in connection with the Company assure their access to\nequivalent information. In addition, at the time of issuance of any securities\nunder the Plan, the Company shall provide to the Optionee or the Purchaser a\ncopy of the Plan and any agreement(s) pursuant to which securities under the\nPlan are issued.\n\n\n\n                                      -15-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6556],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9545],"class_list":["post-38259","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-accrue-software-inc","corporate_contracts_industries-technology__software","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\/38259","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=38259"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38259"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38259"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38259"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}