{"id":38279,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1997-stock-option-plan-amazon-com-in2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1997-stock-option-plan-amazon-com-in2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1997-stock-option-plan-amazon-com-in2.html","title":{"rendered":"1997 Stock Option Plan &#8211; Amazon.com Inc."},"content":{"rendered":"<pre>\n                                 AMAZON.COM, INC.\n\n                             1997 STOCK OPTION PLAN\n\n                       (AS RESTATED ON SEPTEMBER 8, 1999)\n\n                               SECTION 1. PURPOSE\n\n        The purpose of the Amazon.com, Inc. 1997 Stock Option Plan (the 'Plan')\nis to enhance the long-term stockholder value of Amazon.com, Inc., a Delaware\ncorporation (the 'Company'), by offering opportunities to employees, directors,\nofficers, consultants, agents, advisors and independent contractors of the\nCompany and its Subsidiaries (as defined in Section 2) to participate in the\nCompany's growth and success, and to encourage them to remain in the service of\nthe Company and its Subsidiaries and to acquire and maintain stock ownership in\nthe Company.\n\n                             SECTION 2. DEFINITIONS\n\n        For purposes of the Plan, the following terms shall be defined as set\nforth below:\n\n2.1     AWARD\n\n        'Award' means an award or grant made pursuant to the Plan, including,\nwithout limitation, awards or grants of Stock Awards and Options, or any\ncombination of the foregoing.\n\n2.2     BOARD\n\n        'Board' means the Board of Directors of the Company.\n\n2.3     CAUSE\n\n        'Cause' means dishonesty, fraud, misconduct, unauthorized use or\ndisclosure of confidential information or trade secrets, or conviction or\nconfession of a crime punishable by law (except minor violations), in each case\nas determined by the Plan Administrator, and its determination shall be\nconclusive and binding.\n\n2.4     CODE\n\n        'Code' means the Internal Revenue Code of 1986, as amended from time to\ntime.\n\n2.5     COMMON STOCK\n\n        'Common Stock' means the common stock, par value $.01 per share, of the\nCompany.\n\n2.6     CORPORATE TRANSACTION\n\n        'Corporate Transaction' means any of the following events:\n\n\n\n                (a)     Consummation of any merger or consolidation of the\n        Company in which the Company is not the continuing or surviving\n        corporation, or pursuant to which shares of the Common Stock are\n        converted into cash, securities or other property (other than a merger\n        of the Company in which the holders of Common Stock immediately prior to\n        the merger have the same proportionate ownership of capital stock of the\n        surviving corporation immediately after the merger);\n\n                (b)     Consummation of any sale, lease, exchange or other\n        transfer in one transaction or a series of related transactions of all\n        or substantially all of the Company's assets other than a transfer of\n        the Company's assets to a majority-owned subsidiary corporation (as the\n        term 'subsidiary corporation' is defined in Section 8.3) of the Company;\n        or\n\n                (c)     Approval by the holders of the Common Stock of any plan\n        or proposal for the liquidation or dissolution of the Company.\n\n        Ownership of voting securities shall take into account and shall include\nownership as determined by applying Rule 13d-3(d)(1)(i) (as in effect on the\ndate of adoption of the Plan) under the Exchange Act.\n\n2.7     DISABILITY\n\n        'Disability' means 'disability' as that term is defined for purposes of\nSection 22(e)(3) of the Code.\n\n2.8     EARLY RETIREMENT\n\n        'Early Retirement' means early retirement as that term is defined by the\nPlan Administrator from time to time for purposes of the Plan.\n\n2.9     EXCHANGE ACT\n\n        'Exchange Act' means the Securities Exchange Act of 1934, as amended.\n\n2.10    FAIR MARKET VALUE\n\n        The 'Fair Market Value' shall be as established in good faith by the\nPlan Administrator or (a) if the Common Stock is listed on the Nasdaq National\nMarket, the average of the high and low per share sales prices for the Common\nStock as reported by the Nasdaq National Market for a single trading day or (b)\nif the Common Stock is listed on the New York Stock Exchange or the American\nStock Exchange, the average of the high and low per share sales prices for the\nCommon Stock as such price is officially quoted in the composite tape of\ntransactions on such exchange for a single trading day. If there is no such\nreported price for the Common Stock for the date in question, then such price on\nthe last preceding date for which such price exists shall be determinative of\nthe Fair Market Value.\n\n\n                                      -2-\n\n2.11    GRANT DATE\n\n        'Grant Date' means the date the Plan Administrator adopted the granting\nresolution and all conditions precedent to the grant have been satisfied,\nprovided that conditions to the exercisability or vesting of Awards shall not\ndefer the Grant Date. If, however, the Plan Administrator designates in a\nresolution a later date as the date an Award is to be granted, then such later\ndate shall be the 'Grant Date.'\n\n2.12    INCENTIVE STOCK OPTION\n\n        'Incentive Stock Option' means an Option to purchase Common Stock\ngranted under Section 7 with the intention that it qualify as an 'incentive\nstock option' as that term is defined in Section 422 of the Code.\n\n2.13    NONQUALIFIED STOCK OPTION\n\n        'Nonqualified Stock Option' means an Option to purchase Common Stock\ngranted under Section 7 other than an Incentive Stock Option.\n\n2.14    OPTION\n\n        'Option' means the right to purchase Common Stock granted under Section\n7.\n\n2.15    PARTICIPANT\n\n        'Participant' means (a) the person to whom an Award is granted; (b) for\na Participant who has died, the personal representative of the Participant's\nestate, the person(s) to whom the Participant's rights under the Award have\npassed by will or by the applicable laws of descent and distribution, or the\nbeneficiary designated in accordance with Section 10; or (c) person(s) to whom\nan Award has been transferred in accordance with Section 10.\n\n2.16    PLAN ADMINISTRATOR\n\n        'Plan Administrator' means the Board or any committee of the Board\ndesignated to administer the Plan under Section 3.1.\n\n2.17    RETIREMENT\n\n        'Retirement' means retirement as of the individual's normal retirement\ndate as that term is defined by the Plan Administrator from time to time for\npurposes of the Plan.\n\n2.18    SECURITIES ACT\n\n        'Securities Act' means the Securities Act of 1933, as amended.\n\n\n                                      -3-\n\n2.19    STOCK AWARD\n\n        'Stock Award' means shares of Common Stock or units denominated in\nCommon Stock granted under Section 9, the rights of ownership of which may be\nsubject to restrictions prescribed by the Plan Administrator.\n\n2.20    SUBSIDIARY\n\n        'Subsidiary,' except as provided in Section 8.3 in connection with\nIncentive Stock Options, means any entity that is directly or indirectly\ncontrolled by the Company or in which the Company has a significant ownership\ninterest, as determined by the Plan Administrator, and any entity that may\nbecome a direct or indirect parent of the Company.\n\n                            SECTION 3. ADMINISTRATION\n\n3.1     PLAN ADMINISTRATOR\n\n        The Plan shall be administered by the Board or a committee or committees\n(which term includes subcommittees) appointed by, and consisting of two or more\nmembers of, the Board. If and so long as the Common Stock is registered under\nSection 12(b) or 12(g) of the Exchange Act, the Board shall consider in\nselecting the Plan Administrator and the membership of any committee acting as\nPlan Administrator, with respect to any persons subject or likely to become\nsubject to Section 16 of the Exchange Act, the provisions regarding (a) 'outside\ndirectors' as contemplated by Section 162(m) of the Code and (b) 'nonemployee\ndirectors' as contemplated by Rule 16b-3 under the Exchange Act. The Board may\ndelegate the responsibility for administering the Plan with respect to\ndesignated classes of eligible persons to different committees consisting of one\nor more members of the Board, subject to such limitations as the Board deems\nappropriate. Committee members shall serve for such term as the Board may\ndetermine, subject to removal by the Board at any time.\n\n3.2     ADMINISTRATION AND INTERPRETATION BY THE PLAN ADMINISTRATOR\n\n        Except for the terms and conditions explicitly set forth in the Plan,\nthe Plan Administrator shall have exclusive authority, in its discretion, to\ndetermine all matters relating to Awards under the Plan, including the selection\nof individuals to be granted Awards, the type of Awards, the number of shares of\nCommon Stock subject to an Award, all terms, conditions, restrictions and\nlimitations, if any, of an Award and the terms of any instrument that evidences\nthe Award. The Plan Administrator shall also have exclusive authority to\ninterpret the Plan and may from time to time adopt, and change, rules and\nregulations of general application for the Plan's administration. The Plan\nAdministrator's interpretation of the Plan and its rules and regulations, and\nall actions taken and determinations made by the Plan Administrator pursuant to\nthe Plan, shall be conclusive and binding on all parties involved or affected.\nThe Plan Administrator may delegate administrative duties to such of the\nCompany's officers as it so determines.\n\n\n                                      -4-\n\n                      SECTION 4. STOCK SUBJECT TO THE PLAN\n\n4.1     AUTHORIZED NUMBER OF SHARES\n\n        Subject to adjustment from time to time as provided in Section 11.1, a\nmaximum of 72 million(1) shares of Common Stock shall be available for issuance\nunder the Plan, except that any shares of Common Stock that, as of the date the\nPlan is approved by the Company's stockholders, are available for issuance under\nthe Company's Amended and Restated 1994 Stock Option Plan (or that thereafter\nbecome available for issuance under that Plan in accordance with its terms as in\neffect on such date) and that are not issued under that Plan shall be added to\nthe aggregate number of shares available for issuance under the Plan. Shares\nissued under the Plan shall be drawn from authorized and unissued shares or\nshares now held or subsequently acquired by the Company as treasury shares.\n\n4.2     LIMITATIONS\n\n        Subject to adjustment from time to time as provided in Section 11.1, not\nmore than 4,500,000 shares of Common Stock may be made subject to Awards under\nthe Plan to any individual in the aggregate in any one fiscal year of the\nCompany, except that the Company may make additional one-time grants of up to 18\nmillion shares to newly hired individuals, such limitation to be applied in a\nmanner consistent with the requirements of, and only to the extent required for\ncompliance with, the exclusion from the limitation on deductibility of\ncompensation under Section 162(m) of the Code.\n\n4.3     REUSE OF SHARES\n\n        Any shares of Common Stock that have been made subject to an Award that\ncease to be subject to the Award (other than by reason of exercise or payment of\nthe Award to the extent it is exercised for or settled in shares) and\/or shares\nof Common Stock subject to repurchase or forfeiture which are subsequently\nreacquired by the Company, shall again be available for issuance in connection\nwith future grants of Awards under the Plan; provided, however, that for\npurposes of Section 4.2, any such shares shall be counted in accordance with the\nrequirements of Section 162(m) of the Code.\n\n                             SECTION 5. ELIGIBILITY\n\n        Awards may be granted under the Plan to those officers, directors and\nemployees of the Company and its Subsidiaries as the Plan Administrator from\ntime to time selects. Awards may also be granted to consultants, agents,\nadvisors and independent contractors who provide services to the Company and its\nSubsidiaries.\n\n\n--------\n\n        (1) This number and all other share numbers referred to in this Plan\nreflect the adjustments pursuant to the Company's stock splits through September\n1, 1999.\n\n\n                                      -5-\n\n                                SECTION 6. AWARDS\n\n6.1     FORM AND GRANT OF AWARDS\n\n        The Plan Administrator shall have the authority, in its sole discretion,\nto determine the type or types of Awards to be made under the Plan. Such Awards\nmay include, but are not limited to, Incentive Stock Options, Nonqualified Stock\nOptions and Stock Awards. Awards may be granted singly or in combination.\n\n6.2     SETTLEMENT OF AWARDS\n\n        The Company may settle Awards through the delivery of shares of Common\nStock, cash payments, the granting of replacement Awards or any combination\nthereof as the Plan Administrator shall determine. Any Award settlement,\nincluding payment deferrals, may be subject to such conditions, restrictions and\ncontingencies as the Plan Administrator shall determine. The Plan Administrator\nmay permit or require the deferral of any Award payment, subject to such rules\nand procedures as it may establish, which may include provisions for the payment\nor crediting of interest, or dividend equivalents, including converting such\ncredits into deferred stock equivalents. The Plan Administrator may at any time\noffer to buy out, for a payment in cash or Common Stock, an Award previously\ngranted based on such terms and conditions as the Plan Administrator shall\nestablish and communicate to the Participant at the time such offer is made.\n\n6.3     ACQUIRED COMPANY OPTION AWARDS\n\n        Notwithstanding anything in the Plan to the contrary, the Plan\nAdministrator may grant Awards under the Plan in substitution for awards issued\nunder other plans, or assume under the Plan awards issued under other plans, if\nthe other plans are or were plans of other acquired entities ('Acquired\nEntities') (or the parent of an Acquired Entity) and the new Award is\nsubstituted, or the old award is assumed, by reason of a merger, consolidation,\nacquisition of property or of stock, reorganization or liquidation (the\n'Acquisition Transaction'). In the event that a written agreement pursuant to\nwhich the Acquisition Transaction is completed is approved by the Board and said\nagreement sets forth the terms and conditions of the substitution for or\nassumption of outstanding awards of the Acquired Entity, said terms and\nconditions shall be deemed to be the action of the Plan Administrator without\nany further action by the Plan Administrator, except as may be required for\ncompliance with Rule 16b-3 under the Exchange Act, and the persons holding such\nawards shall be deemed to be Participants.\n\n                   SECTION 7. TERMS AND CONDITIONS OF OPTIONS\n\n7.1     GRANT OF OPTIONS\n\n        The Plan Administrator is authorized under the Plan, in its sole\ndiscretion, to issue Options as Incentive Stock Options or as Nonqualified Stock\nOptions, which shall be appropriately designated.\n\n\n                                      -6-\n\n7.2     OPTION EXERCISE PRICE\n\n        The exercise price for shares purchased under an Option shall be as\ndetermined by the Plan Administrator, but shall not be less than 100% of the\nFair Market Value of the Common Stock on the Grant Date with respect to\nIncentive Stock Options.\n\n7.3     TERM OF OPTIONS\n\n        The term of each Option shall be as established by the Plan\nAdministrator or, if not so established, shall be 10 years from the Grant Date.\n\n7.4     EXERCISE AND VESTING OF OPTIONS\n\n        The Plan Administrator shall establish and set forth in each instrument\nthat evidences an Option the time at which, or the installments in which, the\nOption shall vest and become exercisable, which provisions may be waived or\nmodified by the Plan Administrator at any time. If not so established in the\ninstrument evidencing the Option, the Option will be immediately exercisable and\nthe shares subject to the Option will vest according to the following schedule,\nwhich may be waived or modified by the Plan Administrator at any time:\n\n\n\n   Period of Participant's Continuous Employment or\n     Service With the Company or Its Subsidiaries                   Percent of Total Option\n                  From the Grant Date                                    That Is Vested\n   ------------------------------------------------                 -----------------------\n                                                                 \n                     After 1 year                                             20%\n                     After 2 years                                            40%\n     Each three-month period completed thereafter                       An additional 5%\n                     After 5 years                                            100%\n\n\nAny unvested shares acquired upon exercise of an Option shall be subject to\nrepurchase by the Company upon termination of the Participant's employment or\nservices in accordance with the provisions of Section 14.1.\n\n        To the extent that the right to purchase shares has accrued thereunder,\nan Option may be exercised from time to time by written notice to the Company,\nin accordance with procedures established by the Plan Administrator, setting\nforth the number of shares with respect to which the Option is being exercised\nand accompanied by payment in full as described in Section 7.5. The Plan\nAdministrator may determine at any time that an Option may not be exercised as\nto less than 100 shares at any one time for vested shares and any number in its\ndiscretion for unvested shares (or the lesser number of remaining shares covered\nby the Option).\n\n        To the extent required by the Plan Administrator, as a condition to\nexercise by the Participant of an Award, the Participant shall execute and\ndeliver to the Company a Shareholders Agreement in substantially the form in use\nat the time of exercise, unless either (i) the Participant has previously\nexecuted and delivered such Shareholder Agreement and it is in effect at the\ntime \n\n\n                                      -7-\n\nthe Participant exercises the Award or (ii) such Shareholders Agreement is no\nlonger in effect with respect to other holders of Common Stock.\n\n7.5     PAYMENT OF EXERCISE PRICE\n\n        The exercise price for shares purchased under an Option shall be paid in\nfull to the Company by delivery of consideration equal to the product of the\nOption exercise price and the number of shares purchased. Such consideration\nmust be paid in cash or by check or, unless the Plan Administrator in its sole\ndiscretion determines otherwise, either at the time the Option is granted or at\nany time before it is exercised, a combination of cash and\/or check (if any) and\none or both of the following alternative forms: (a) tendering (either actually\nor, if and so long as the Common Stock is registered under Section 12(b) or\n12(g) of the Exchange Act, by attestation) Common Stock already owned by the\nParticipant for at least six months (or any shorter period necessary to avoid a\ncharge to the Company's earnings for financial reporting purposes) having a Fair\nMarket Value on the day prior to the exercise date equal to the aggregate Option\nexercise price or (b) if and so long as the Common Stock is registered under\nSection 12(b) or 12(g) of the Exchange Act, delivery of a properly executed\nexercise notice, together with irrevocable instructions, to (i) a brokerage firm\ndesignated by the Company to deliver promptly to the Company the aggregate\namount of sale or loan proceeds to pay the Option exercise price and any\nwithholding tax obligations that may arise in connection with the exercise and\n(ii) the Company to deliver the certificates for such purchased shares directly\nto such brokerage firm, all in accordance with the regulations of the Federal\nReserve Board. In addition, the exercise price for shares purchased under an\nOption may be paid, either singly or in combination with one or more of the\nalternative forms of payment authorized by this Section 7.5, by (y) a promissory\nnote delivered pursuant to Section 12 or (z) such other consideration as the\nPlan Administrator may permit.\n\n7.6     POST-TERMINATION EXERCISES\n\n        The Plan Administrator shall establish and set forth in each instrument\nthat evidences an Option whether the Option will continue to be exercisable, and\nthe terms and conditions of such exercise, if a Participant ceases to be\nemployed by, or to provide services to, the Company or its Subsidiaries, which\nprovisions may be waived or modified by the Plan Administrator at any time. If\nnot so established in the instrument evidencing the Option, the Option will be\nexercisable according to the following terms and conditions, which may be waived\nor modified by the Plan Administrator at any time.\n\n        In case of termination of the Participant's employment or services other\nthan by reason of death or Cause, the Option shall be exercisable, to the extent\nof the number of shares vested at the date of such termination, only (a) within\none year if the termination of the Participant's employment or services is\ncoincident with Retirement, Early Retirement at the Company's request or\nDisability or (b) within three months after the date the Participant ceases to\nbe an employee, director, officer, consultant, agent, advisor or independent\ncontractor of the Company or a Subsidiary if termination of the Participant's\nemployment or services is for any reason other than Retirement, Early Retirement\nat the Company's request or Disability, but in no event later than the remaining\nterm of the Option. Any Option exercisable at the time of the Participant's\ndeath may be exercised, to the extent of the number of shares vested at the date\nof the Participant's death, by \n\n\n                                      -8-\n\nthe personal representative of the Participant's estate, the person(s) to whom\nthe Participant's rights under the Option have passed by will or the applicable\nlaws of descent and distribution or the beneficiary designated pursuant to\nSection 10 at any time or from time to time within one year after the date of\ndeath, but in no event later than the remaining term of the Option. Any portion\nof an Option that is not vested on the date of termination of the Participant's\nemployment or services shall terminate on such date, unless the Plan\nAdministrator determines otherwise. In case of termination of the Participant's\nemployment or services for Cause, the Option shall automatically terminate upon\nfirst notification to the Participant of such termination, unless the Plan\nAdministrator determines otherwise. If a Participant's employment or services\nwith the Company are suspended pending an investigation of whether the\nParticipant shall be terminated for Cause, all the Participant's rights under\nany Option likewise shall be suspended during the period of investigation.\n\n        With respect to employees, unless the Plan Administrator at any time\ndetermines otherwise, 'termination of the Participant's employment or services'\nfor purposes of the Plan (including without limitation this Section 7 and\nSection 14) shall mean any reduction in the Participant's regular hours of\nemployment to less than thirty (30) hours per week. A transfer of employment or\nservices between or among the Company and its Subsidiaries shall not be\nconsidered a termination of employment or services. The effect of a\nCompany-approved leave of absence on the terms and conditions of an Option shall\nbe determined by the Plan Administrator, in its sole discretion.\n\n                  SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS\n\n        To the extent required by Section 422 of the Code, Incentive Stock\nOptions shall be subject to the following additional terms and conditions:\n\n8.1     DOLLAR LIMITATION\n\n        To the extent the aggregate Fair Market Value (determined as of the\nGrant Date) of Common Stock with respect to which Incentive Stock Options are\nexercisable for the first time during any calendar year (under the Plan and all\nother stock option plans of the Company) exceeds $100,000, such portion in\nexcess of $100,000 shall be subject to delayed exercisability or treated as a\nNonqualified Stock Option as set forth by the Plan Administrator in the\nagreement(s) evidencing the Option. In the event the Participant holds two or\nmore such Options that become exercisable for the first time in the same\ncalendar year, such limitation shall be applied on the basis of the order in\nwhich such Options are granted.\n\n8.2     10% STOCKHOLDERS\n\n        If an individual owns more than 10% of the total voting power of all\nclasses of the Company's stock, then the exercise price per share of an\nIncentive Stock Option shall not be less than 110% of the Fair Market Value of\nthe Common Stock on the Grant Date and the Option term shall not exceed five\nyears. The determination of 10% ownership shall be made in accordance with\nSection 422 of the Code.\n\n\n                                      -9-\n\n8.3     ELIGIBLE EMPLOYEES\n\n        Individuals who are not employees of the Company or one of its parent\ncorporations or subsidiary corporations may not be granted Incentive Stock\nOptions. For purposes of this Section 8.3, 'parent corporation' and 'subsidiary\ncorporation' shall have the meanings attributed to those terms for purposes of\nSection 422 of the Code.\n\n8.4     TERM\n\n        The term of an Incentive Stock Option shall not exceed 10 years.\n\n8.5     EXERCISABILITY\n\n        To qualify for Incentive Stock Option tax treatment, an Option\ndesignated as an Incentive Stock Option must be exercised within three months\nafter termination of employment for reasons other than death, except that, in\nthe case of termination of employment due to total disability, such Option must\nbe exercised within one year after such termination. Employment shall not be\ndeemed to continue beyond the first 90 days of a leave of absence unless the\nParticipant's reemployment rights are guaranteed by statute or contract. For\npurposes of this Section 8.5, 'total disability' shall mean a mental or physical\nimpairment of the Participant that is expected to result in death or that has\nlasted or is expected to last for a continuous period of 12 months or more and\nthat causes the Participant to be unable, in the opinion of the Company, to\nperform his or her duties for the Company and to be engaged in any substantial\ngainful activity. Total disability shall be deemed to have occurred on the first\nday after the Company has furnished its opinion of total disability to the Plan\nAdministrator.\n\n8.6     TAXATION OF INCENTIVE STOCK OPTIONS\n\n        In order to obtain certain tax benefits afforded to Incentive Stock\nOptions under Section 422 of the Code, the Participant must hold the shares\nissued upon the exercise of an Incentive Stock Option for two years after the\nGrant Date of the Incentive Stock Option and one year from the date of exercise.\nA Participant may be subject to the alternative minimum tax at the time of\nexercise of an Incentive Stock Option. The Plan Administrator may require a\nParticipant to give the Company prompt notice of any disposition of shares\nacquired by the exercise of an Incentive Stock Option prior to the expiration of\nsuch holding periods.\n\n8.7     PROMISSORY NOTES\n\n        The amount of any promissory note delivered pursuant to Section 13 in\nconnection with an Incentive Stock Option shall bear interest at a rate\nspecified by the Plan Administrator but in no case less than the rate required\nto avoid imputation of interest (taking into account any exceptions to the\nimputed interest rules) for federal income tax purposes.\n\n\n                                      -10-\n\n                             SECTION 9. STOCK AWARDS\n\n9.1     GRANT OF STOCK AWARDS\n\n        The Plan Administrator is authorized to make Awards of Common Stock or\nAwards denominated in units of Common Stock on such terms and conditions and\nsubject to such restrictions, if any (which may be based on continuous service\nwith the Company or the achievement of performance goals, where such goals may\nbe stated in absolute terms or relative to comparison companies), as the Plan\nAdministrator shall determine, in its sole discretion, which terms, conditions\nand restrictions shall be set forth in the instrument evidencing the Award. The\nterms, conditions and restrictions that the Plan Administrator shall have the\npower to determine shall include, without limitation, the manner in which shares\nsubject to Stock Awards are held during the periods they are subject to\nrestrictions and the circumstances under which forfeiture of the Stock Award\nshall occur by reason of termination of the Participant's employment or service\nrelationship.\n\n9.2     ISSUANCE OF SHARES\n\n        Upon the satisfaction of any terms, conditions and restrictions\nprescribed in respect to a Stock Award, or upon the Participant's release from\nany terms, conditions and restrictions of a Stock Award, as determined by the\nPlan Administrator, the Company shall release, as soon as practicable, to the\nParticipant or, in the case of the Participant's death, to the personal\nrepresentative of the Participant's estate or as the appropriate court directs,\nthe appropriate number of shares of Common Stock.\n\n9.3     WAIVER OF RESTRICTIONS\n\n        Notwithstanding any other provisions of the Plan, the Plan Administrator\nmay, in its sole discretion, waive the forfeiture period and any other terms,\nconditions or restrictions on any Stock Award under such circumstances and\nsubject to such terms and conditions as the Plan Administrator shall deem\nappropriate.\n\n                            SECTION 10. ASSIGNABILITY\n\n        No Awards granted under the Plan or any interest therein may be\nassigned, pledged or transferred by the Participant other than by will or by the\napplicable laws of descent and distribution, and, during the Participant's\nlifetime, such Award may be exercised only by the Participant or a permitted\nassignee or transferee of the Participant (as provided below). Notwithstanding\nthe foregoing, and to the extent permitted by Section 422 of the Code, the Plan\nAdministrator, in its sole discretion, may permit such assignment, transfer and\nexercisability and may permit a Participant to designate a beneficiary who may\nexercise the Award or receive compensation under the Award after the\nParticipant's death; provided, however, that any Award so assigned or\ntransferred shall be subject to all the same terms and conditions contained in\nthe instrument evidencing the Award.\n\n\n                                      -11-\n\n                             SECTION 11. ADJUSTMENTS\n\n11.1    ADJUSTMENT OF SHARES\n\n        In the event that, at any time or from time to time, a stock dividend,\nstock split, spin-off, combination or exchange of shares, recapitalization,\nmerger, consolidation, distribution to stockholders other than a normal cash\ndividend, or other change in the Company's corporate or capital structure\nresults in (a) the outstanding shares, or any securities exchanged therefor or\nreceived in their place, being exchanged for a different number or class of\nsecurities of the Company or of any other corporation or (b) new, different or\nadditional securities of the Company or of any other corporation being received\nby the holders of shares of Common Stock of the Company, then the Plan\nAdministrator shall make proportional adjustments in (i) the maximum number and\nkind of securities subject to the Plan as set forth in Section 4.1, (ii) the\nmaximum number and kind of securities that may be made subject to Awards to any\nindividual as set forth in Section 4.2, and (iii) the number and kind of\nsecurities that are subject to any outstanding Award and the per share price of\nsuch securities, without any change in the aggregate price to be paid therefor.\nThe determination by the Plan Administrator as to the terms of any of the\nforegoing adjustments shall be conclusive and binding.\n\n11.2    CORPORATE TRANSACTION\n\n        11.2.1  OPTIONS\n\n        Except as otherwise provided in the instrument that evidences the\nOption, in the event of a Corporate Transaction, the Plan Administrator shall\ndetermine whether provision will be made in connection with the Corporate\nTransaction for an appropriate assumption of the Options theretofore granted\nunder the Plan (which assumption may be effected by means of a payment to each\nParticipant (by the Company or any other person or entity involved in the\nCorporate Transaction), in exchange for the cancellation of the Options held by\nsuch Participant, of the difference between the then Fair Market Value of the\naggregate number of shares of Common Stock then subject to such Options and the\naggregate exercise price that would have to be paid to acquire such shares) or\nfor substitution of appropriate new options covering stock of a successor\ncorporation to the Company or stock of an affiliate of such successor\ncorporation. If the Plan Administrator determines that such an assumption or\nsubstitution will be made, the Plan Administrator shall give notice of such\ndetermination to the Participants, and the provisions of such assumption or\nsubstitution, and any adjustments made (i) to the number and kind of shares\nsubject to the outstanding Options (or to the options in substitution therefor),\n(ii) to the exercise prices, and\/or (iii) to the terms and conditions of the\nstock options, shall be binding on the Participants. Any such determination\nshall be made in the sole discretion of the Plan Administrator and shall be\nfinal, conclusive and binding on all Participants. If the Plan Administrator, in\nits sole discretion, determines that no such assumption or substitution will be\nmade, the Plan Administrator shall give notice of such determination to the\nParticipants, and each Option that is at the time outstanding shall\nautomatically accelerate so that each such Option shall, immediately prior to\nthe specified effective date for the Corporate Transaction, become 100% vested\nand exercisable, except that such acceleration will not occur if, in the opinion\nof the Company's outside accountants, it would render unavailable 'pooling of\ninterest' accounting for a \n\n\n                                      -12-\n\nCorporate Transaction that would otherwise qualify for such accounting\ntreatment. All such Options shall terminate and cease to remain outstanding\nimmediately following the consummation of the Corporate Transaction, except to\nthe extent assumed by the successor corporation or an affiliate thereof.\n\n        11.2.2  STOCK AWARDS\n\n        Except as otherwise provided in the instrument that evidences the Award,\nin the event of a Corporate Transaction, the vesting of shares subject to Stock\nAwards shall accelerate, and the forfeiture provisions to which such shares are\nsubject shall lapse, if and to the same extent that the vesting of outstanding\nOptions accelerates in connection with the Corporate Transaction. If unvested\nOptions are to be assumed, continued or substituted by a successor corporation\nwithout acceleration upon the occurrence of a Corporate Transaction, the\nforfeiture provisions to which such Stock Awards are subject will continue with\nrespect to shares of the successor corporation that may be issued in exchange\nfor such shares subject to Stock Awards.\n\n11.3    FURTHER ADJUSTMENT OF AWARDS\n\n        Subject to Section 11.2, the Plan Administrator shall have the\ndiscretion, exercisable at any time before a sale, merger, consolidation,\nreorganization, liquidation or change in control of the Company, as defined by\nthe Plan Administrator, to take such further action as it determines to be\nnecessary or advisable, and fair and equitable to Participants, with respect to\nAwards. Such authorized action may include (but shall not be limited to)\nestablishing, amending or waiving the type, terms, conditions or duration of, or\nrestrictions on, Awards so as to provide for earlier, later, extended or\nadditional time for exercise and other modifications, and the Plan Administrator\nmay take such actions with respect to all Participants, to certain categories of\nParticipants or only to individual Participants. The Plan Administrator may take\nsuch action before or after granting Awards to which the action relates and\nbefore or after any public announcement with respect to such sale, merger,\nconsolidation, reorganization, liquidation or change in control that is the\nreason for such action.\n\n11.4    LIMITATIONS\n\n        The grant of Awards will in no way affect the Company's right to adjust,\nreclassify, reorganize or otherwise change its capital or business structure or\nto merge, consolidate, dissolve, liquidate or sell or transfer all or any part\nof its business or assets.\n\n                             SECTION 12. WITHHOLDING\n\n        The Company may require the Participant to pay to the Company the amount\nof any withholding taxes that the Company is required to withhold with respect\nto the grant, vesting or exercise of any Award. Subject to the Plan and\napplicable law, the Plan Administrator may, in its sole discretion, permit the\nParticipant to satisfy withholding obligations, in whole or in part, (a) by\npaying cash, (b) by electing to have the Company withhold shares of Common Stock\nor (c) by transferring shares of Common Stock to the Company, in such amounts as\nare equivalent to the Fair Market Value of the withholding obligation. The\nCompany shall have the right to withhold from any shares of Common Stock\nissuable pursuant to an Award or from any cash amounts \n\n\n                                      -13-\n\notherwise due or to become due from the Company to the Participant an amount\nequal to such taxes. The Company may also deduct from any Award any other\namounts due from the Participant to the Company or a Subsidiary.\n\n           SECTION 13. LOANS, INSTALLMENT PAYMENTS AND LOAN GUARANTEES\n\n        To assist a Participant (including a Participant who is an officer or a\ndirector of the Company) in acquiring shares of Common Stock pursuant to an\nAward granted under the Plan, the Plan Administrator, in its sole discretion,\nmay authorize, either at the Grant Date or at any time before the acquisition of\nCommon Stock pursuant to the Award, (a) the extension of a loan to the\nParticipant by the Company, (b) the payment by the Participant of the purchase\nprice, if any, of the Common Stock in installments, or (c) the guarantee by the\nCompany of a loan obtained by the Participant from a third party. The terms of\nany loans, installment payments or loan guarantees, including the interest rate\nand terms of repayment, will be subject to the Plan Administrator's discretion.\nLoans, installment payments and loan guarantees may be granted with or without\nsecurity. The maximum credit available is the purchase price, if any, of the\nCommon Stock acquired, plus the maximum federal and state income and employment\ntax liability that may be incurred in connection with the acquisition.\n\n                      SECTION 14. REPURCHASE RIGHTS; ESCROW\n\n14.1    REPURCHASE RIGHTS\n\n        The Plan Administrator shall have the discretion to authorize the\nissuance of unvested shares of Common Stock pursuant to the exercise of an\nOption. In the event of termination of the Participant's employment or services,\nall shares of Common Stock issued upon exercise of an Option which are unvested\nat the time of cessation of employment or services shall be subject to\nrepurchase at the exercise price paid for such shares. The terms and conditions\nupon which such repurchase right shall be exercisable (including the period and\nprocedure for exercise) shall be established by the Plan Administrator and set\nforth in the agreement evidencing such right.\n\n        All of the Company's outstanding repurchase rights under this Section\n14.1 are assignable by the Company at any time and shall remain in full force\nand effect in the event of a Corporate Transaction; provided that if the vesting\nof Options is accelerated pursuant to Section 11.2, the repurchase rights under\nthis Section 14.1 shall terminate and all shares subject to such terminated\nrights shall immediately vest in full.\n\n        The Plan Administrator shall have the discretionary authority,\nexercisable either before or after the Participant's cessation of employment or\nservices, to cancel the Company's outstanding repurchase rights with respect to\none or more shares purchased or purchasable by the Participant under an Option\nand thereby accelerate the vesting of such shares in whole or in part at any\ntime.\n\n14.2    ESCROW\n\n        To ensure that shares of Common Stock acquired pursuant to an Award that\nare subject to any repurchase or forfeiture right, stockholders agreement and\/or\nsecurity for any promissory \n\n\n                                      -14-\n\nnote will be available for repurchase or forfeiture, the Plan Administrator may\nrequire the Participant to deposit the certificate or certificates evidencing\nsuch shares with an agent designated by the Plan Administrator under the terms\nand conditions of escrow and security agreements approved by the Plan\nAdministrator. If the Plan Administrator does not require such deposit as a\ncondition of exercise of an Option or grant of a Stock Award, the Plan\nAdministrator reserves the right at any time to require the Participant to so\ndeposit the certificate or certificates in escrow. The Company shall bear the\nexpenses of the escrow.\n\n        As soon as practicable after the expiration of any repurchase or\nforfeiture rights or stockholders agreement, and after full repayment of any\npromissory note secured by the shares in escrow, the agent shall deliver to the\nParticipant the shares no longer subject to such restrictions and no longer\nsecurity for any promissory note.\n\n        In the event shares held in escrow are subject to the Company's exercise\nof a repurchase or forfeiture right or a stockholders agreement, the notices\nrequired to be given to the Participant shall be given to the agent and any\npayment required to be given to the Participant shall be given to the agent.\nWithin 30 days after payment by the Company, the agent shall deliver the shares\nwhich the Company has purchased to the Company and shall deliver the payment\nreceived from the Company to the Participant.\n\n        In the event of any stock dividend, stock split or consolidation of\nshares or any like capital adjustment of any of the outstanding securities of\nthe Company, any and all new, substituted or additional securities or other\nproperty to which the Participant is entitled by reason of ownership of shares\nacquired upon exercise of an Option or grant of a Stock Award shall be subject\nto any repurchase or forfeiture rights, stockholders agreement, and\/or security\nfor any promissory note with the same force and effect as the shares subject to\nsuch repurchase or forfeiture rights, stockholders agreement and\/or security\ninterest immediately before such event.\n\n                           SECTION 15. MARKET STANDOFF\n\n        In connection with any underwritten public offering by the Company of\nits equity securities pursuant to an effective registration statement filed\nunder the Securities Act, including the Company's initial public offering, a\nperson shall not sell, or make any short sale of, loan, hypothecate, pledge,\ngrant any option for the purchase of, or otherwise dispose or transfer for value\nor otherwise agree to engage in any of the foregoing transactions with respect\nto, any shares issued pursuant to an Award granted under the Plan without the\nprior written consent of the Company or its underwriters. Such limitations shall\nbe in effect only if and to the extent and for such period of time as may be\nrequested by the Company or such underwriters and agreed to by the Company's\nofficers and directors; provided, however, that in no event shall the weighted\naverage number of days in such period exceed 180 days. The limitations of this\nparagraph shall in all events terminate two years after the effective date of\nthe Company's initial public offering.\n\n        In the event of any stock split, stock dividend, recapitalization,\ncombination of shares, exchange of shares or other change affecting the\nCompany's outstanding Common Stock effected as a class without the Company's\nreceipt of consideration, then any new, substituted or additional securities\ndistributed with respect to the purchased shares shall be immediately subject to\nthe \n\n\n                                      -15-\n\nprovisions of this Section 15, to the same extent the purchased shares are at\nsuch time covered by such provisions.\n\n        In order to enforce the limitations of this Section 15, the Company may\nimpose stop-transfer instructions with respect to the purchased shares and any\nnew, substituted or additional securities distributed with respect to the\npurchased shares until the end of the applicable standoff period.\n\n                  SECTION 16. AMENDMENT AND TERMINATION OF PLAN\n\n16.1    AMENDMENT OF PLAN\n\n        The Plan may be amended only by the Board in such respects as it shall\ndeem advisable; however, to the extent required for compliance with Section 422\nof the Code or any applicable law or regulation, stockholder approval will be\nrequired for any amendment that will (a) increase the total number of shares\navailable for issuance under the Plan, (b) modify the class of persons eligible\nto receive Options, or (c) otherwise require stockholder approval under any\napplicable law or regulation.\n\n16.2    TERMINATION OF PLAN\n\n        The Board may suspend or terminate the Plan at any time. The Plan will\nhave no fixed expiration date; provided, however, that no Incentive Stock\nOptions may be granted more than 10 years after the earlier of the Plan's\nadoption by the Board and approval by the stockholders.\n\n16.3    CONSENT OF PARTICIPANT\n\n        The amendment or termination of the Plan shall not, without the consent\nof the Participant, impair or diminish any rights or obligations under any Award\ntheretofore granted under the Plan.\n\n        Any change or adjustment to an outstanding Incentive Stock Option shall\nnot, without the consent of the Participant, be made in a manner so as to\nconstitute a 'modification' that would cause such Incentive Stock Option to fail\nto continue to qualify as an Incentive Stock Option.\n\n                               SECTION 17. GENERAL\n\n17.1    EVIDENCE OF AWARDS\n\n        Awards granted under the Plan shall be evidenced by a written agreement\nthat shall contain such terms, conditions, limitations and restrictions as the\nPlan Administrator shall deem advisable and that are not inconsistent with the\nPlan.\n\n17.2    CONTINUED EMPLOYMENT OR SERVICES; RIGHTS IN AWARDS\n\n        None of the Plan, participation in the Plan or any action of the Plan\nAdministrator taken under the Plan shall be construed as giving any person any\nright to be retained in the employ of the Company or limit the Company's right\nto terminate the employment or services of any person.\n\n\n                                      -16-\n\n17.3    REGISTRATION\n\n        The Company shall be under no obligation to any Participant to register\nfor offering or resale or to qualify for exemption under the Securities Act, or\nto register or qualify under state securities laws, any shares of Common Stock,\nsecurity or interest in a security paid or issued under, or created by, the\nPlan, or to continue in effect any such registrations or qualifications if made.\nThe Company may issue certificates for shares with such legends and subject to\nsuch restrictions on transfer and stop-transfer instructions as counsel for the\nCompany deems necessary or desirable for compliance by the Company with federal\nand state securities laws.\n\n        Inability of the Company to obtain, from any regulatory body having\njurisdiction, the authority deemed by the Company's counsel to be necessary for\nthe lawful issuance and sale of any shares hereunder or the unavailability of an\nexemption from registration for the issuance and sale of any shares hereunder\nshall relieve the Company of any liability in respect of the nonissuance or sale\nof such shares as to which such requisite authority shall not have been\nobtained.\n\n        As a condition to the exercise of an Award, the Company may require the\nParticipant to represent and warrant at the time of any such exercise or receipt\nthat such shares are being purchased or received only for the Participant's own\naccount and without any present intention to sell or distribute such shares if,\nin the opinion of counsel for the Company, such a representation is required by\nany relevant provision of the aforementioned laws. At the option of the Company,\na stop-transfer order against any such shares may be placed on the official\nstock books and records of the Company, and a legend indicating that such shares\nmay not be pledged, sold or otherwise transferred, unless an opinion of counsel\nis provided (concurred in by counsel for the Company) stating that such transfer\nis not in violation of any applicable law or regulation, may be stamped on stock\ncertificates to ensure exemption from registration. The Plan Administrator may\nalso require such other action or agreement by the Participant as may from time\nto time be necessary to comply with the federal and state securities laws.\n\n17.4    NO RIGHTS AS A STOCKHOLDER\n\n        No Option or Stock Award denominated in units shall entitle the\nParticipant to any dividend, voting or other right of a stockholder unless and\nuntil the date of issuance under the Plan of the shares that are the subject of\nsuch Award, free of all applicable restrictions.\n\n17.5    COMPLIANCE WITH LAWS AND REGULATIONS\n\n        Notwithstanding anything in the Plan to the contrary, the Board, in its\nsole discretion, may bifurcate the Plan so as to restrict, limit or condition\nthe use of any provision of the Plan to Participants who are officers or\ndirectors subject to Section 16 of the Exchange Act without so restricting,\nlimiting or conditioning the Plan with respect to other Participants.\nAdditionally, in interpreting and applying the provisions of the Plan, any\nOption granted as an Incentive Stock Option pursuant to the Plan shall, to the\nextent permitted by law, be construed as an 'incentive stock option' within the\nmeaning of Section 422 of the Code.\n\n\n                                      -17-\n\n17.6    NO TRUST OR FUND\n\n        The Plan is intended to constitute an 'unfunded' plan. Nothing contained\nherein shall require the Company to segregate any monies or other property, or\nshares of Common Stock, or to create any trusts, or to make any special deposits\nfor any immediate or deferred amounts payable to any Participant, and no\nParticipant shall have any rights that are greater than those of a general\nunsecured creditor of the Company.\n\n17.7    SEVERABILITY\n\n        If any provision of the Plan or any Option is determined to be invalid,\nillegal or unenforceable in any jurisdiction, or as to any person, or would\ndisqualify the Plan or any Option under any law deemed applicable by the Plan\nAdministrator, such provision shall be construed or deemed amended to conform to\napplicable laws, or, if it cannot be so construed or deemed amended without, in\nthe Plan Administrator's determination, materially altering the intent of the\nPlan or the Option, such provision shall be stricken as to such jurisdiction,\nperson or Option, and the remainder of the Plan and any such Option shall remain\nin full force and effect.\n\n                           SECTION 18. EFFECTIVE DATE\n\n        The Plan's effective date is the date on which it is adopted by the\nBoard, so long as it is approved by the Company's stockholders at any time\nwithin 12 months of such adoption.\n\n        Adopted by the Board on February 25, 1997 and approved by the Company's\nstockholders on February 26, 1997. Amended and restated on September 8, 1999 to\npermit issuance of stock awards in addition to option grants.\n\n\n                                      -18-\n :  PAGE&gt;   19\n                    PLAN ADOPTION AND AMENDMENTS\/ADJUSTMENTS\n\n\n\n        Date of\n       Adoption\/\n       Amendment\/                                                          Date of Stockholder\n       Adjustment                Section           Effect of Amendment           Approval\n       ----------                -------           -------------------     -------------------\n                                                                  \n\n\n\n\n                                       -1-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6645],"corporate_contracts_industries":[9492],"corporate_contracts_types":[9539,9545],"class_list":["post-38279","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-amazoncom-inc","corporate_contracts_industries-retail__books","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\/38279","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=38279"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38279"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38279"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38279"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}