{"id":38260,"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-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1996-stock-plan-accrue-software-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1996-stock-plan-accrue-software-inc.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 APPROVAL OF THE STOCKHOLDERS\n                             AS OF AUGUST 31, 2000)\n\n        1. PURPOSES OF THE PLAN. The purposes of this 1996 Stock Plan are to\nattract 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 apply:\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 which the\nCompany owns an equity interest or which, together with the Company, is under\ncommon control of a third person or entity.\n\n            (c) \"APPLICABLE LAWS\" means the legal requirements relating to the\nadministration of stock option, restricted stock purchase and stock bonus plans\nunder applicable U.S. state corporate laws, U.S. federal and applicable state\nsecurities 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 amended.\n\n            (f) \"COMMITTEE\" means the Committee appointed by the Board of\nDirectors 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 corporation.\n\n            (i) \"CONSULTANT\" means any person, including an advisor, who is\nengaged 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   2\n\n            (j) \"CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT\" means the\nabsence 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, any\nNamed Executive, Officer or Director), employed by the Company or any Parent or\nSubsidiary of the Company, with the status of employment determined based upon\nsuch minimum number of hours or periods worked as shall be determined by the\nAdministrator in its discretion, subject to any requirements of the Code. The\npayment by the Company of a director's fee to a Director shall not be sufficient\nto constitute \"employment\" of such Director by the Company.\n\n            (m) \"EXCHANGE ACT\" means the Securities Exchange Act of 1934, as\namended.\n\n            (n) \"FAIR MARKET VALUE\" means, as of any date, the fair market value\nof Common Stock determined as follows:\n\n                (i) If the Common Stock is listed on any established stock\nexchange or a national market system including without limitation the National\nMarket of the National Association of Securities Dealers, Inc. Automated\nQuotation (\"Nasdaq\") System, its Fair Market Value shall be the closing sales\nprice for such stock (or the closing bid, if no sales were reported), as quoted\non such system or exchange, or the exchange with the greatest volume of trading\nin Common Stock for the last market trading day prior to the time of\ndetermination, as reported in The Wall Street Journal or such other source as\nthe Administrator deems reliable;\n\n                (ii) If the Common Stock is quoted on the Nasdaq System (but not\non the National Market thereof) or regularly quoted by a recognized securities\ndealer but selling prices are not reported, its Fair Market Value shall be the\nmean between the high bid and low asked prices for the Common Stock for the last\nmarket trading day prior to the time of determination, as reported in The Wall\nStreet Journal or such other source as the Administrator deems reliable; or\n\n                (iii) In the absence of an established market for the Common\nStock, the Fair Market Value thereof shall be determined in good faith by the\nAdministrator.\n\n\n                                      -2-\n   3\n\n            (o) \"INCENTIVE STOCK OPTION\" means an Option intended to qualify as\nan incentive stock option within the meaning of Section 422 of the Code, as\ndesignated in the applicable written option agreement.\n\n            (p) \"LISTED SECURITY\" means any security of the Company that is\nlisted or approved for listing on a national securities exchange or designated\nor approved for designation as a national market system security on an\ninterdealer quotation system by the National Association of Securities Dealers,\nInc.\n\n            (q) \"NAMED EXECUTIVE\" means any individual who, on the last day of\nthe Company's fiscal year, is the chief executive officer of the Company (or is\nacting in such capacity) or among the four most highly compensated officers of\nthe Company (other than the chief executive officer). Such officer status shall\nbe determined pursuant to the executive compensation disclosure rules under the\nExchange Act.\n\n            (r) \"NONSTATUTORY STOCK OPTION\" means an Option not intended to\nqualify 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 Company within\nthe meaning of Section 16(a) of the Exchange Act and the rules and regulations\npromulgated thereunder.\n\n            (t) \"OPTION\" means a stock option granted pursuant to the Plan.\n\n            (u) \"OPTIONED STOCK\" means the Common Stock subject to an Option,\nStock Purchase Right or Stock Bonus.\n\n            (v) \"OPTIONEE\" means an Employee or Consultant who receives an\nOption, a Stock Purchase Right, or a Stock Bonus.\n\n            (w) \"PARENT\" means a \"parent corporation\", whether now or hereafter\nexisting, as defined in Section 424(e) of the Code, or any successor provision.\n\n            (x) \"PLAN\" means this 1996 Stock Plan.\n\n            (y) \"REPORTING PERSON\" means an officer, director, or greater than\nten percent stockholder of the Company within the meaning of Rule 16a-2 under\nthe Exchange Act, who is required to file reports pursuant to Rule 16a-3 under\nthe 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 Exchange\nAct, as the same may be amended from time to time, or any successor provision.\n\n            (bb) \"SHARE\" means a share of the Common Stock, as adjusted in\naccordance with Section 14 of the Plan.\n\n\n                                      -3-\n   4\n\n            (cc) \"STOCK BONUS\" means an award of Shares granted pursuant to\nSection 12 below.\n\n            (dd) \"STOCK EXCHANGE\" means any stock exchange or consolidated stock\nprice reporting system on which prices for the Common Stock are quoted at any\ngiven time.\n\n            (ee) \"STOCK PURCHASE RIGHT\" means the right to purchase Common Stock\npursuant to Section 10 below.\n\n            (ff) \"SUBSIDIARY\" means a \"subsidiary corporation,\" whether now or\nhereafter existing, as defined in Section 424(f) of the Code, or any successor\nprovision.\n\n            (gg) \"TEN PERCENT HOLDER\" means a person who owns stock representing\nmore than ten percent (10%) of the voting power of all classes of stock of the\nCompany or any Parent or Subsidiary.\n\n        3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 14 of\nthe Plan, the maximum aggregate number of Shares that may be optioned and sold\nunder the Plan is 9,930,0001 shares of Common Stock, plus an automatic annual\nincrease on the first day of each of the Company's fiscal years beginning in\n2001 and ending in 2006 equal to the lesser of: (i) 4,000,000 Shares; (ii) six\npercent (6%) of the Shares outstanding on a fully diluted basis on the last day\nof the immediately preceding fiscal year; or (iii) such lesser number of shares\nas is determined by the Board of Directors. For purposes of the foregoing\nsentence, \"Shares outstanding on a fully diluted basis\" include in addition to\nShares issued and outstanding, all Shares reserved for issuance under all of the\nCompany's stock option and stock purchase plans. The Shares may be authorized,\nbut unissued, or reacquired Common Stock. If an Option should expire or become\nunexercisable for any reason without having been exercised in full, the\nunpurchased Shares that were subject thereto shall, unless the Plan shall have\nbeen terminated, become available for future grant under the Plan. In addition,\nany Shares of Common Stock which are retained by the Company upon exercise of an\nOption or Stock Purchase Right in order to satisfy the exercise or purchase\nprice for such Option or Stock Purchase Right or any withholding taxes due with\nrespect to such exercise shall be treated as not issued and shall continue to be\navailable under the Plan. Shares repurchased by the Company pursuant to any\nrepurchase right which the Company may have and Shares forfeited to the Company\npursuant to Section 12 below shall not be available for future grant as\nIncentive Stock Options under the Plan to the extent the future grant of such\noptions shall not have satisfied the stockholder approval requirements under\nSection 422 of the Code.\n\n\n--------\n1 The 9,930,000 shares consist of 6,630,000 shares authorized pursuant to the\nMay 23, 1999 amendment, 800,000 additional shares authorized as of April 1, 2000\nunder the prior automatic increase provision set forth in Section 3 of the Plan,\nand 2,500,000 shares authorized by the Board on July 6, 2000 for which\nstockholder approval was sought and obtained at the Annual Meeting of \nStockholders on August 31, 2000.\n\n\n                                      -4-\n   5\n\n        4. ADMINISTRATION OF THE PLAN.\n\n            (a) GENERAL. The Plan shall be administered by the Board or a\nCommittee, or a combination thereof, as determined by the Board. The Plan may be\nadministered 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 respect\nto Options granted to Reporting Persons and Named Executives, the Plan may (but\nneed not) be administered so as to permit such Options to qualify for the\nexemption set forth in Rule 16b-3 and to qualify as performance-based\ncompensation under Section 162(m) of the Code.\n\n            (c) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the\nPlan and in the case of a Committee, the specific duties delegated by the Board\nto such Committee, and subject to the approval of any relevant authorities,\nincluding the approval, if required, of any Stock Exchange, the Administrator\nshall have the authority, in its discretion:\n\n                (i) to determine the Fair Market Value of the Common Stock, in\naccordance with Section 2(n) of the Plan;\n\n                (ii) to select the Consultants and Employees to whom Options,\nStock Purchase Rights and Stock Bonuses may from time to time be granted\nhereunder;\n\n                (iii) to determine whether and to what extent Options, Stock\nPurchase Rights and Stock Bonuses or any combination thereof are granted\nhereunder;\n\n                (iv) to determine the number of shares of Common Stock to be\ncovered by each such award granted hereunder;\n\n                (v) to approve forms of agreement for use under the Plan;\n\n                (vi) to determine the terms and conditions, not inconsistent\nwith the terms of the Plan, of any award granted hereunder;\n\n                (vii) to determine whether and under what circumstances an\nOption may be settled in cash under Section 10(g) instead of Common Stock;\n\n                (viii) to reduce the exercise price of any Option to the then\ncurrent Fair Market Value if the Fair Market Value of the Common Stock covered\nby such Option shall have declined since the date the Option was granted;\n\n                (ix) to determine the terms and restrictions applicable to Stock\nPurchase Rights and Stock Bonuses and the Restricted Stock purchased by\nexercising such Stock Purchase Rights or received through such Stock Bonuses;\nand\n\n\n                                      -5-\n   6\n\n                (x) to construe and interpret the terms of the Plan and awards\ngranted pursuant to the Plan; and\n\n                (xi) in order to fulfill the purposes of the Plan and without\namending the Plan, to modify grants of Options, Stock Purchase Rights or Stock\nBonuses to participants who are foreign nationals or employed outside of the\nUnited States in order to recognize differences in local law, tax policies or\ncustoms.\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        5. ELIGIBILITY.\n\n            (a) RECIPIENTS OF GRANTS. Nonstatutory Stock Options, Stock Purchase\nRights and Stock Bonuses may be granted to Employees and Consultants. Incentive\nStock Options may be granted only to Employee, provided however that Employees\nof Affiliates shall not be eligible to receive Incentive Stock Options. An\nEmployee or Consultant who has been granted an Option, Stock Purchase Right or\nStock Bonus may, if he or she is otherwise eligible, be granted additional\nOptions, Stock Purchase Rights or Stock Bonuses.\n\n            (b) TYPE OF OPTION. Each Option shall be designated in the written\noption agreement as either an Incentive Stock Option or a Nonstatutory Stock\nOption. 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 with\nrespect 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 to\noccur 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 in\nthe Option Agreement; provided, however, that the term shall be no more than ten\n(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 \n\n                                      -6-\n   7\n\ngranted is a Ten Percent Holder, the term of the Option shall be five (5) years\nfrom the date of grant thereof or such shorter term as may be provided in the\nwritten option agreement.\n\n        8. LIMITATION ON GRANTS TO EMPLOYEES. Subject to adjustment as provided\nin Section 14 below, the maximum number of Shares which may be subject to\nOptions, 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                (i) In the case of an Incentive Stock Option that is:\n\n                    (A) granted to an Employee who, at the time of the grant of\nsuch Incentive Stock 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 grant.\n\n                    (B) granted to any other Employee, the per Share exercise\nprice shall be no less than 100% of the Fair Market Value per Share on the date\nof grant.\n\n                (ii) In the case of a Nonstatutory Stock Option that is:\n\n                    (A) granted prior to the date, if any, on which the Common\nStock becomes a Listed Security, to a person who, at the time of the grant of\nsuch Option, is a Ten Percent Holder, the per Share exercise price shall be no\nless than 110% of the Fair Market Value per Share on the date of the grant.\n\n                    (B) granted to a person who, at the time of the grant of\nsuch Option, is a Named Executive of the Company, the per share Exercise Price\nshall be no less than 100% of the Fair Market Value on the date of grant if such\nOption is intended to qualify as performance-based compensation under Section\n162(m) of the Code;\n\n                    (C) granted prior to the date, if any, on which the Common\nStock becomes a Listed Security, to any person other than a Named Executive or\nTen Percent Holder, the per Share exercise price shall be no less than 85% of\nthe Fair Market Value per Share on the date of grant if required by the\nApplicable Laws and, if not so required, shall be such price as is determined by\nthe Administrator; or\n\n                (iii) Notwithstanding the foregoing, Options may be granted with\na per Share exercise price other than as required above pursuant to a merger or\nother corporate transaction.\n\n                                      -7-\n   8\n\n            (b) The consideration to be paid for the Shares to be issued upon\nexercise of an Option, including the method of payment, shall be determined by\nthe 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 applicable\nincome or employment taxes, (7) delivery of an irrevocable subscription\nagreement for the Shares that irrevocably obligates the option holder to take\nand pay for the Shares not more than twelve months after the date of delivery of\nthe subscription agreement, (8) any combination of the foregoing methods of\npayment, or (9) such other consideration and method of payment for the issuance\nof Shares to the extent permitted under Applicable Laws. In making its\ndetermination as to the type of consideration to accept, the Administrator shall\nconsider 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 Option\ngranted hereunder shall be exercisable at such times and under such conditions\nas determined by the Administrator, and reflected in the written option\nagreement, which may include vesting requirements and\/or performance criteria\nwith respect to the Company and\/or the Optionee; provided that if required by\nthe Applicable Laws, any option granted prior to the date, if any, upon which\nthe Common Stock becomes a Listed Security, shall become exercisable at the rate\nof at least twenty percent (20%) per year over five (5) years from the date the\nOption is granted. In the event that any of the Shares issued upon exercise of\nan Option (which exercise occurs prior to the date, if any, upon which the\nCommon Stock becomes a Listed Security) should be subject to a right of\nrepurchase in the Company's favor, such repurchase right shall, if required by\nthe Applicable Laws, lapse at the rate of at least twenty percent (20%) per year\nover five (5) years from the date the Option is granted.\n\n                An Option may not be exercised for a fraction of a Share.\n\n                An Option shall be deemed to be exercised when written notice of\nsuch exercise has been given to the Company in accordance with the terms of the\nOption by the person entitled to exercise the Option and the Company has\nreceived full payment for the Shares with respect to which the Option is\nexercised. Full payment may, as authorized by the Board, consist of any\nconsideration and method of payment allowable under Section 9(b) of the Plan.\nUntil the issuance (as evidenced by the appropriate entry on the books of the\nCompany or of a \n\n                                      -8-\n   9\n\nduly authorized transfer agent of the Company) of the stock certificate\nevidencing such Shares, no right to vote or receive dividends or any other\nrights as a stockholder shall exist with respect to the Optioned Stock, not\nwithstanding the exercise of the Option. The Company shall issue (or cause to be\nissued) 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 decrease\nin the number of Shares that thereafter may be available, both for purposes of\nthe Plan and for sale under the Option, by the number of Shares as to which the\nOption is exercised.\n\n            (b) TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP. Subject to\nSection 10(c), in the event of termination of an Optionee's Continuous Status as\nan Employee or Consultant with the Company, such Optionee may, but only within\nthree (3) months (or such other period of time not less than thirty (30) days as\nis determined by the Administrator, with such determination in the case of an\nIncentive Stock Option being made at the time of grant of the Option and not\nexceeding three (3) months) after the date of such termination (but in no event\nlater than the expiration date of the term of such Option as set forth in the\nOption Agreement), exercise his or her Option to the extent that the Optionee\nwas entitled to exercise it at the date of such termination. To the extent that\nOptionee was not entitled to exercise the Option at the date of such\ntermination, or if Optionee does not exercise such Option to the extent so\nentitled within the time specified herein, the Option shall terminate. No\ntermination shall be deemed to occur and this Section 10(b) shall not apply if\n(i) the Optionee is a Consultant who becomes an Employee; or (ii) the Optionee\nis an Employee who becomes a Consultant.\n\n            (c) DISABILITY OF OPTIONEE.\n\n                (i) Notwithstanding Section 10(b) above, in the event of\ntermination of an Optionee's Continuous Status as an Employee or Consultant as a\nresult of his or her total and permanent disability (within the meaning of\nSection 22(e)(3) of the Code), Optionee may, but only within twelve (12) 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. To the extent that Optionee was not entitled to exercise the Option\nat the date of termination, or if Optionee does not exercise such Option to the\nextent so entitled within the time specified herein, the Option shall terminate.\n\n                (ii) In the event of termination of an Optionee's Continuous\nStatus as an Employee or Consultant as a result of a disability which does not\nfall within the meaning of total and permanent disability (as set forth in\nSection 22(e)(3) of the Code), Optionee may, but only within six (6) months from\nthe date of such termination (but in no event later than the expiration date of\nthe term of such Option as set forth in the Option Agreement), exercise the\nOption 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 \n\n                                      -9-\n   10\n\nsuch termination, the Option will not qualify for ISO treatment under the Code.\nTo the extent that Optionee was not entitled to exercise the Option at the date\nof termination, or if Optionee does not exercise such Option to the extent so\nentitled within six months (6) from the date of termination, the Option shall\nterminate.\n\n            (d) DEATH OF OPTIONEE. In the event of the death of an Optionee\nduring the period of Continuous Status as an Employee or Consultant since the\ndate of grant of the Option, or within thirty (30) days following termination of\nOptionee's Continuous Status as an Employee or Consultant, the Option may be\nexercised, at any time within six (6) months following the date of death (but in\nno event later than the expiration date of the term of such Option as set forth\nin the Option Agreement), by Optionee's estate or by a person who acquired the\nright to exercise the Option by bequest or inheritance, but only to the extent\nof the right to exercise that had accrued at the date of death or, if earlier,\nthe date of termination of Optionee's Continuous Status as an Employee or\nConsultant. To the extent that Optionee was not entitled to exercise the Option\nat the date of death or termination, as the case may be, or if Optionee does not\nexercise such Option to the extent so entitled within the time specified herein,\nthe Option shall terminate.\n\n            (e) EXTENSION OF EXERCISE PERIOD. The Administrator shall have full\npower and authority to extend the period of time for which an Option is to\nremain exercisable following termination of an Optionee's Continuous Status as\nan Employee or Consultant from the periods set forth in Sections 10(b), 10(c)\nand 10(d) above or in the Option Agreement to such greater time as the Board\nshall 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 comply\nwith Rule 16b-3 and shall contain such additional conditions or restrictions as\nmay be required thereunder to qualify for the maximum exemption for Plan\ntransactions.\n\n            (g) BUYOUT PROVISIONS. The Administrator may at any time offer to\nbuy out for a payment in cash or Shares, an Option previously granted, based on\nsuch terms and conditions as the Administrator shall establish and communicate\nto 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 either\nalone, in addition to, or in tandem with other awards granted under the Plan\nand\/or cash awards made outside of the Plan. After the Administrator determines\nthat it will offer Stock Purchase Rights under the Plan, it shall advise the\nofferee in writing of the terms, conditions and restrictions related to the\noffer, including the number of Shares that such person shall be entitled to\npurchase, 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 \n\n                                      -10-\n   11\n\nRights shall not be less than 85% of the Fair Market Value of the Shares as of\nthe date of the offer, or, in the case of a Ten Percent Holder, the price shall\nnot be less than 100% of the Fair Market Value of the Shares as of the date of\nthe offer. If the Applicable Laws do not impose the requirements set forth in\nthe preceding sentence and with respect to any Stock Purchase Rights granted\nafter the date, if any, on which the Common Stock becomes a Listed Security, the\npurchase price of Shares subject to Stock Purchase Rights shall be as determined\nby the Administrator. The offer shall be accepted by execution of a Restricted\nStock Purchase Agreement in the form determined by the Administrator. Shares\npurchased pursuant to the grant of a Stock Purchase Right shall be referred to\nherein 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 pursuant to the\nRestricted Stock purchase agreement shall be the original purchase price paid by\nthe purchaser and may be paid by cancellation of any indebtedness of the\npurchaser to the Company. The repurchase option shall lapse at such rate as the\nAdministrator may determine, provided, however, that with respect to a Stock\nPurchase Right granted prior to the date, if any, on which the Common Stock\nbecomes a Listed Security to a purchaser who is not an officer (including an\nOfficer), Director or Consultant of the Company or any Parent or Subsidiary of\nthe Company, it shall lapse at a minimum rate of 20% per year.\n\n            (c) OTHER PROVISIONS. The Restricted Stock Purchase 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 Restricted Stock Purchase Agreements need not be the\nsame with respect to each purchaser.\n\n            (d) RIGHTS AS A STOCKHOLDER. Once the Stock Purchase Right is\nexercised, 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 either\nalone, in addition to, or in tandem with other awards granted under the Plan\nand\/or cash awards made outside of the Plan. A Stock Bonus may be awarded for\npast 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 \n\n                                      -11-\n   12\n\nCompany, Parent, Subsidiary or Affiliate and\/or individual performance factors\nor upon such other criteria as the Administrator may determine.\n\n            (b) FORFEITURE PROVISIONS. Unless the Administrator determines\notherwise, the Stock Bonus Agreement shall provide for the forfeiture of Stock\nBonus Shares to the Company without payment of consideration upon the voluntary\nor involuntary termination of the recipient's employment with the Company for\nany reason (including death or disability). The forfeiture provision shall lapse\nat such rate as the Administrator may determine.\n\n            (c) OTHER PROVISIONS. The Stock Bonus Agreement shall contain such\nother terms, provisions and conditions not inconsistent with the Plan as may be\ndetermined by the Administrator in its sole discretion. In addition, the\nprovisions of Stock Bonus Agreements need not be the same with respect to each\npurchaser.\n\n            (d) RIGHTS AS A STOCKHOLDER. Once the Stock Bonus is awarded, the\nrecipient shall have the rights equivalent to those of a stockholder, and shall\nbe a stockholder when his or her award is entered upon the records of the duly\nauthorized transfer agent of the Company. No adjustment will be made for a\ndividend or other right for which the record date is prior to the date the Stock\nBonus is awarded, except as provided in Section 14 of the Plan.\n\n        13. TAXES.\n\n            (a) As a condition of the exercise of an Option or Stock Purchase\nRight or the award of a Stock Bonus granted under the Plan, the Participant (or\nin the case of the Participant's death, the person exercising or receiving the\nOption, Stock Purchase Right or Stock Bonus) shall make such arrangements as the\nAdministrator may require for the satisfaction of any applicable federal, state,\nlocal or foreign withholding tax obligations that may arise in connection with\nthe exercise of Option or Stock Purchase Right or the award of a Stock Bonus and\nthe issuance of Shares. The Company shall not be required to issue any Shares\nunder the Plan until such obligations are satisfied.\n\n            (b) In the case of an Employee and in the absence of any other\narrangement, 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 any, upon\nwhich the Common Stock becomes a Listed Security. In the case of Participant\nother than an Employee (or in the case of an Employee where the next payroll\npayment is not sufficient to satisfy such tax obligations, with respect to any\nremaining tax obligations), in the absence of any other arrangement and to the\nextent permitted under the Applicable Laws, the Participant shall be deemed to\nhave elected to have the Company withhold from the Shares to be issued upon\nexercise of the Option or Stock Purchase Right or award of the Stock Bonus that\nnumber of Shares having a Fair Market Value determined as of the applicable Tax\nDate (as defined below) equal to the amount required to be withheld. For\npurposes of this Section 13, the Fair Market \n\n                                      -12-\n   13\n\nValue of the Shares to be withheld shall be determined on the date that the\namount of tax to be withheld is to be determined under the Applicable Laws (the\n\"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 Shares\nwithheld to satisfy tax withholding obligations under Section 13(c) or (d) above\nshall be irrevocable as to the particular Shares as to which the election is\nmade and shall be subject to the consent or disapproval of the Administrator.\nAny election by a Participant under Section 13(d) above must be made on or prior\nto the applicable Tax Date.\n\n            (f) In the event an election to have Shares withheld is made by a\nParticipant and the Tax Date is deferred under Section 83 of the Code because no\nelection is filed under Section 83(b) of the Code, the Participant shall receive\nthe full number of Shares with respect to which the Option or Stock Purchase\nRight is exercised or Stock Bonus is awarded but such Participant shall be\nunconditionally obligated to tender back to the Company the proper number of\nShares on the applicable Tax Date.\n\n        14. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR CERTAIN OTHER\nTRANSACTIONS.\n\n            (a) CHANGES IN CAPITALIZATION. Subject to any required action by the\nstockholders of the Company, the number of shares of Common Stock covered by\neach outstanding Option, Stock Purchase Right or Stock Bonus, and the number of\nshares of Common Stock that have been authorized for issuance under the Plan but\nas to which no Options, Stock Purchase Rights or Stock Bonuses have yet been\ngranted or that have been returned to the Plan upon cancellation or expiration\nof an Option, Stock Purchase Right or Stock Bonus, the number of Shares\ndescribed in Section 3(a)(i) and 8 above, as well as the price per share of\nCommon 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                                      -13-\n   14\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 sale of all\nor substantially all of the Company's assets or a merger of the Company with or\ninto another corporation where the successor corporation issues its securities\nto the Company's stockholders, each outstanding Option or Stock Purchase Right\nshall be assumed or an equivalent option or right shall be substituted by such\nsuccessor corporation or a parent or subsidiary of such successor corporation,\nunless the successor corporation does not agree to assume the Option or Stock\nPurchase Right or to substitute an equivalent option or right, in which case\nsuch Option or Stock Purchase Right shall terminate upon the consummation of the\nmerger or sale of assets.\n\n            (d) CERTAIN DISTRIBUTIONS. In the event of any distribution to the\nCompany's stockholders of securities of any other entity or other assets (other\nthan dividends payable in cash or stock of the Company) without receipt of\nconsideration 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. Options\nand Stock Purchase Rights may not be sold, pledged, assigned, hypothecated,\ntransferred, or disposed of in any manner other than by will or by the laws of\ndescent or distribution, provided that, after the date, if any, upon which the\nCommon Stock becomes a Listed Security, the Administrator may in its discretion\ngrant transferable Nonstatutory Stock Options pursuant to Option Agreements\nspecifying (i) the manner in which such Nonstatutory Stock Options are\ntransferable and (ii) that any such transfer shall be subject to the Applicable\nLaws. The designation of a beneficiary by an Optionee will not constitute a\ntransfer. An Option or Stock Purchase Right may be exercised, during the\nlifetime of the holder of Option or Stock Purchase Right, only by such holder or\na transferee permitted by this Section 16.\n\n        16. TIME OF GRANTING OPTIONS, STOCK PURCHASE RIGHTS AND STOCK BONUSES.\nThe date of grant of an Option, Stock Purchase Right or Stock Bonus shall, for\nall purposes, be the date on which the Administrator makes the determination\ngranting such Option, Stock Purchase Right or Stock Bonus, or such other date as\nis determined by the Board; provided however that in the case of any Incentive\nStock Option, the grant date shall be the later of the date on which the\nAdministrator makes the determination granting such Incentive Stock Option or\nthe date of commencement of the Optionee's employment relationship with the\nCompany. 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 time\namend, alter, suspend or discontinue the Plan, but no amendment, alteration,\nsuspension or discontinuation shall be made that would impair the rights of any\nOptionee under any grant \n\n                                      -14-\n   15\n\ntheretofore made, without his or her consent. In addition, to the extent\nnecessary and desirable to comply with the Applicable Laws, the Company shall\nobtain stockholder approval of any Plan amendment in such a manner and to such a\ndegree as required.\n\n            (b) EFFECT OF AMENDMENT OR TERMINATION. No amendment or termination\nof the Plan shall adversely affect Options, Stock Purchase Rights or Stock\nBonuses already granted, unless mutually agreed otherwise between the Optionee\nand the Board, which agreement must be in writing and signed by the Optionee and\nthe 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 rules\nand 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 Plan,\nwill at all times reserve and keep available such number of Shares as shall be\nsufficient to satisfy the requirements of the Plan. The inability of the Company\nto obtain authority from any regulatory body having jurisdiction, which\nauthority 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 shall\nbe 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 RECIPIENTS.\nPrior to the date, if any, upon which the Common Stock becomes a Listed Security\nand if required by the Applicable Laws, the Company shall provide financial\nstatements at least annually to each Optionee and to each individual who\nacquired Shares Pursuant to the Plan, during the period such Optionee, purchaser\nor recipient has one or more Options, Stock Purchase Rights or Stock \n\n                                      -15-\n   16\n\nBonuses outstanding, and in the case of an individual who acquired Shares\npursuant to the Plan, during the period such individual owns such Shares. The\nCompany 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                                      -16-\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-38260","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\/38260","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=38260"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38260"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38260"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38260"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}