{"id":38307,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1998-incentive-stock-plan-cyberian-outpost-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1998-incentive-stock-plan-cyberian-outpost-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1998-incentive-stock-plan-cyberian-outpost-inc.html","title":{"rendered":"1998 Incentive Stock Plan &#8211; Cyberian Outpost inc."},"content":{"rendered":"<pre>\n                             CYBERIAN OUTPOST, INC.\n                           1998 INCENTIVE STOCK PLAN\n                           -------------------------\n                                        \n  1.   Objectives.  The CYBERIAN OUTPOST, INC. 1998 Incentive Stock Plan (the\n'Plan') is designed to retain directors, executives and selected employees and\nconsultants and reward them for making major contributions to the success of the\nCompany.  These objectives are accomplished by making long-term incentive awards\nunder the Plan thereby providing Participants with a proprietary interest in the\ngrowth and performance of the Company.\n\n  2.   Definitions.\n\n       (a)  'Board' - The Board of Directors of the Company.\n             -----                                          \n\n       (b)  'Code' - The Internal Revenue Code of 1986, as amended from time to\n             ----                                                              \ntime.\n\n       (c)  'Committee' - The Compensation Committee of the Company's Board, or\n             ---------                                                         \nsuch other committee of the Board that is designated by the Board to administer\nthe Plan, composed of not less than two members of the Board all of whom are\ndisinterested persons, as contemplated by Rule 16b-3 ('Rule 16b-3') promulgated\nunder the Securities Exchange Act of 1934, as amended (the 'Exchange Act').  The\nforegoing requirement for disinterested administration shall not apply prior to\nthe date of the first registration of any of the securities of the Company under\nthe Exchange Act.\n\n       (d)  'Company' - CYBERIAN OUTPOST, INC. and its subsidiaries including\n             -------                                                         \nsubsidiaries of subsidiaries.\n\n       (e)  'Exchange Act' - The Securities Exchange Act of 1934, as amended \n             ------------    \nfrom time to time.\n\n       (f)  'Fair Market Value' - The fair market value of the Company's issued \n             -----------------    \nand outstanding Stock as determined in good faith by the Board or Committee.\n\n       (g)  'Grant' - The grant of any form of stock option to a Participant\n             -----                                                          \npursuant to such terms, conditions and limitations as the Committee may\nestablish in order to fulfill the objectives of the Plan.\n\n       (h)  'Grant Agreement' - An agreement between the Company and a \n             ---------------    \nParticipant that sets forth the terms, conditions and limitations applicable to\na Grant.\n\n       (i)  'Option' - Either an Incentive Stock Option, in accordance with \n             ------    \nSection 422 of Code, or a Nonstatutory Option, to purchase the Company's Stock\nthat may be awarded to a Participant under the Plan. A Participant who receives\na Grant of an Option shall be referred to as an 'Optionee.'\n\n       (j)  'Participant' - A director, officer, employee or consultant of the\n             -----------                                                      \nCompany to whom a Grant has been made under the Plan.\n\n       (k)  'Securities Act' - The Securities Act of 1933, as amended from time \n             --------------    \nto time.\n\n       (l)  'Stock' - Authorized and issued or unissued shares of common stock,\n             -----                                                             \nwithout par value,  of the Company.\n\n  3.   Administration.\n\n       (a)  The Plan shall be administered by the Board, provided however, that\nthe Board may delegate such administration to the Committee. A majority of the\nmembers of the Committee shall constitute a quorum, and, subject to the\nlimitations in this Section 3, all actions of the Committee shall require the\naffirmative vote of members who constitute a majority of such quorum. Members of\nthe Committee may vote on any matters affecting the administration of the Plan,\nexcept that no such member shall act on the granting of any Option to himself or\nherself (but any such member may be counted in determining the existence of a\nquorum at any meeting of the Committee during which action is taken with respect\nto the granting of an Option to him or her).\n\n       (b)  Subject to the provisions of the Plan, the Board and\/or the\nCommittee shall have authority to (i) grant, in its discretion, Incentive Stock\nOptions in accordance with Section 422 of the Code, or Nonstatutory Options;\n(ii) determine in good faith the fair market value of the Stock covered by any\nGrant; (iii) determine which eligible persons shall receive \n\n                                     Page 1\n \nGrants and the number of shares, restrictions, terms and conditions to be\nincluded in such Grants; (iv) construe and interpret the Plan; (v) promulgate,\namend and rescind rules and regulations relating to its administration, and\ncorrect defects, omissions and inconsistencies in the Plan or any Grant; (vi)\nconsistent with the Plan and with the consent of the Participant, as\nappropriate, amend any outstanding Grant or amend the exercise date or dates\nthereof; (vii) determine the duration and purpose of leaves of absence which may\nbe granted to Participants without constituting termination of their employment\nfor the purpose of the Plan or any Grant; and (viii) make all other\ndeterminations necessary or advisable for the Plan's administration. The\ninterpretation and construction by the Board of any provisions of the Plan or\nselection of Participants shall be conclusive and final. No member of the Board\nor the Committee shall be liable for any action or determination made in good\nfaith with respect to the Plan or any Grant made thereunder.\n\n  4.   Eligibility.\n\n       (a)  General: The persons who shall be eligible to receive Grants shall \n            -------      \nbe directors, officers, employees or consultants to the Company. The term\nconsultant shall mean any person, other than an employee, who is engaged by the\nCompany to render services and is compensated for such services. An Optionee may\nhold more than one Option. Any issuance of a Grant to an officer or director of\nthe Company subsequent to the first registration of any of the securities of the\nCompany under the Exchange Act shall comply with the requirements of Rule 16b-3.\n\n       (b)  Incentive Stock Options: Incentive Stock Options may only be issued \n            -----------------------            \nto employees of the Company. Incentive Stock Options may be granted to officers\nor directors, provided they are also employees of the Company. Payment of a\ndirector's fee shall not be sufficient to constitute employment by the Company.\n\n  The Company shall not grant an Incentive Stock Option under the Plan to any\nemployee if such Grant would result in such employee holding the right to\nexercise for the first time in any one calendar year, under all Incentive Stock\nOptions granted under the Plan or any other plan maintained by the Company, with\nrespect to shares of Stock having an aggregate fair market value, determined as\nof the date of the Option is granted, in excess of $100,000.  Should it be\ndetermined that an Incentive Stock Option granted under the Plan exceeds such\nmaximum for any reason other than a failure in good faith to value the Stock\nsubject to such option, the excess portion of such option shall be considered a\nNonstatutory Option.  To the extent the employee holds two (2) or more such\nOptions which become exercisable for the first time in the same calendar year,\nthe foregoing limitation on the exercisability of such Option as Incentive\nStock Options under the Federal tax laws shall be applied on the basis of the\norder in which such Options are granted.  If, for any reason, an entire Option\ndoes not qualify as an Incentive Stock Option by reason of exceeding such\nmaximum, such Option shall be considered a Nonstatutory Option.\n\n       (c)  Nonstatutory Option: The provisions of the foregoing Section 4(b) \n            -------------------      \nshall not apply to any Option designated as a 'Nonstatutory Option' or which\nsets forth the intention of the parties that the Option be a Nonstatutory\nOption.\n\n       (d)  Additional Requirements: At the discretion of the Board or the\n            -----------------------                                       \nCommittee,  each prospective Participant's eligibility to receive Grants of\nOptions under the Plan shall be dependent upon the execution and delivery by\neach such prospective Participant of agreements or similar contractual\narrangements relative to assigning patents and inventions to the Company,\nrestricting disclosure of the confidential and proprietary information and trade\nsecrets of the Company, and restricting solicitation of the customers, vendors\nand employees of the Company.\n\n  5.   Stock.\n\n       (a)  Authorized Stock: Stock subject to Grants may be either unissued or\n            ----------------                                                   \nreacquired Stock.\n\n       (b)  Number of Shares: Subject to adjustment as provided in Section 6(i) \n            ----------------  \nof the Plan, the total number of shares of Stock which may be granted as Options\nunder the Plan shall not exceed Five Hundred and Forty Thousand (540,000).  If\nany Grant shall for any reason terminate or expire, any shares allocated thereto\nbut remaining unpurchased upon such expiration or termination shall again be\navailable for Grants with respect thereto under the Plan as though no Grant had\npreviously occurred with respect to such shares.  Any shares of Stock issued\npursuant to a Grant and repurchased pursuant to the terms thereof shall be\navailable for future Grants as though not previously covered by a Grant.\n\n       (c)  Reservation of Shares: The Company shall reserve and keep available \n            ---------------------      \nat all times during the term of the Plan such number of shares as shall be\nsufficient to satisfy the requirements of the Plan.  If, after reasonable\nefforts, which efforts shall not include the registration of the Plan or Grants\nunder the Securities Act, the Company is unable to obtain authority from any\napplicable regulatory body, which authorization is deemed necessary by legal\ncounsel for the Company \n\n                                     Page 2\n \nfor the lawful issuance of shares hereunder, the Company shall be relieved of\nany liability with respect to its failure to issue and sell the shares for which\nsuch requisite authority was so deemed necessary unless and until such authority\nis obtained.\n\n       (d)  Application of Funds:  The proceeds received by the Company from the\n            --------------------                                                \nsale of Stock pursuant to the exercise of Options will be used for general\ncorporate purposes.\n\n       (e)  No Obligation to Exercise:  The issuance of a Grant shall impose no\n            -------------------------                                          \nobligation upon the Participant to exercise any rights under such Grant.\n\n  6.   Terms and Conditions of Options.  Options granted hereunder shall be\nevidenced by agreements between the Company and the respective Optionees, in\nsuch form and substance as the Board or Committee shall from time to time\napprove.  Grant Agreements need not be identical, and in each case may include\nsuch provisions as the Board or Committee may determine, but all such agreements\nshall be subject to and limited by the following terms and conditions:\n\n       (a)  Number of Shares: Each Option shall state the number of shares to \n            ----------------  \nwhich it pertains.\n\n       (b)  Exercise Price: Each Option shall state the exercise price, which \n            --------------  \nshall be determined as follows:\n\n            (i)   Any Option granted to a person who at the time the Option is\n                  granted owns (or is deemed to own pursuant to Section 424(d)\n                  of the Code) stock possessing more than ten percent (10%) of\n                  the total combined voting power or value of all classes of\n                  stock of the Company ('Ten Percent Holder') shall have an\n                  exercise price of no less than 110% of the Fair Market Value\n                  of the Stock as of the date of grant; and\n\n            (ii)  Incentive Stock Options granted to a person who at the time\n                  the Option is granted is not a Ten Percent Holder shall have\n                  an exercise price of no less than 100% of the Fair Market\n                  Value of the Stock as of the date of grant; and\n\n            (iii) Nonstatutory Options granted to a person who at the time the\n                  Option is granted is not a Ten Percent Holder shall have an\n                  exercise price of no less than 90% of the Fair Market Value of\n                  the Stock as of the date of grant.\n\n  For the purposes of this Section 6(b), the Fair Market Value shall be as\ndetermined by the Board in good faith, which determination shall be conclusive\nand binding; provided however, that if there is a public market for such Stock,\nthe Fair Market Value per share shall be the average of the bid and asked prices\n(or the closing price if such stock is listed on the NASDAQ National Market\nSystem or Small Cap Issue Market) on the date of grant of the Option, or if\nlisted on a stock exchange, the closing price on such exchange on such date of\ngrant.\n\n       (c)  Medium and Time of Payment: The exercise price shall become \n            --------------------------  \nimmediately due upon exercise of the Option and shall be paid in cash or check\nmade payable to the Company. Should the Company's outstanding Stock be\nregistered under Section 12(g) of the Exchange Act at the time the Option is\nexercised, then the exercise price may also be paid as follows:\n\n            (i)   in shares of Stock held by the Optionee for the requisite\n                  period necessary to avoid a charge to the Company's earnings\n                  for financial reporting purposes and valued at Fair Market\n                  Value on the exercise date, or\n\n            (ii)  through a special sale and remittance procedure pursuant to\n                  which the Optionee shall concurrently provide irrevocable\n                  written instructions (a) to a Company designated brokerage\n                  firm to effect the immediate sale of the purchased shares and\n                  remit to the Company, out of the sale proceeds available on\n                  the settlement date, sufficient funds to cover the aggregate\n                  exercise price payable for the purchased shares plus all\n                  applicable Federal, state and local income and employment\n                  taxes required to be withheld by the Company by reason of such\n                  purchase and (b) to the Company to deliver the certificates\n                  for the purchased shares directly to such brokerage firm in\n                  order to complete the sale transaction.\n\n  At the discretion of the Board, exercisable either at the time of Option grant\nor of Option exercise, the exercise price may also be paid (i) by Optionee's\ndelivery of a promissory note in form and substance satisfactory to the Company\nand permissible under the laws of the State of Connecticut and bearing interest\nat a rate determined by the Board in its sole discretion but in no event less\nthan the minimum rate of interest required to avoid the imputation of\ncompensation income \n\n                                     Page 3\n \nto the Optionee under the Federal tax laws, or (ii) in such other form of\nconsideration permitted by the Connecticut corporations law as may be acceptable\nto the Board.\n\n    (d)  Term and Exercise of Options: Any Option granted to an employee of the\n         ----------------------------                                          \nCompany shall become exercisable over a period of no longer than five (5) years,\nand no less than twenty percent (20%) of the shares covered thereby shall become\nexercisable annually.  No Option shall be exercisable, in whole or in part,\nprior to one (1) year from the date it is granted unless the Board shall\nspecifically determine otherwise, as provided herein.  In no event shall any\nOption be exercisable after the expiration of ten (10) years from the date it is\ngranted, and no Incentive Stock Option granted to a Ten Percent Holder shall, by\nits terms, be exercisable after the expiration of five (5) years from the date\nof the Option.  Unless otherwise specified by the Board or the Committee in the\nresolution authorizing such Option, the date of grant of an Option shall be\ndeemed to be the date upon which the Board or the Committee authorizes the\ngranting of such Option.\n\n  Each Option shall be exercisable to the nearest whole share, in installments\nor otherwise, as the respective Option agreements may provide.  During the\nlifetime of an Optionee, the Option shall be exercisable only by the Optionee\nand shall not be assignable or transferable by the Optionee, and no other person\nshall acquire any rights therein.  To the extent not exercised, installments (if\nmore than one) shall accumulate, but shall be exercisable, in whole or in part,\nonly during the period for exercise as stated in the Grant Agreement, whether or\nnot other installments are then exercisable.\n\n    (e)  Termination of Status as Employee, Consultant or Director: If\n         ---------------------------------------------------------    \nOptionee's status as an employee shall terminate for any reason other than\nOptionee's disability or death, then Optionee (or if the Optionee shall die\nafter such termination, but prior to exercise, Optionee's personal\nrepresentative or the person entitled to succeed to the Option) shall have the\nright to exercise the portions of any of Optionee's Incentive Stock Options\nwhich were exercisable as of the date of such termination, in whole or in part,\nnot less than thirty (30) days nor more than three (3) months after such\ntermination (or, in the event of 'termination for cause' (subject to the laws of\nthe State of Connecticut) by the terms of the Plan or a Grant Agreement or an\nemployment agreement, or the established policies and directives of the Company,\nthe Option shall automatically terminate as of the termination of employment as\nto all shares covered by the Option).\n\n  With respect to Nonstatutory Options granted to employees, directors or\nconsultants, the Board may specify such period for exercise, not less than\nthirty (30) days (except that in the case of 'termination for cause' or removal\nof a director, the Option shall automatically terminate as of the termination of\nemployment or services as to shares covered by the Option, following termination\nof employment or services as the Board deems reasonable and appropriate).  The\nOption may be exercised only with respect to installments that the Optionee\ncould have exercised at the date of termination of employment or services.\nNothing contained herein or in any Option granted pursuant hereto shall be\nconstrued to affect or restrict in any way the right of the Company to terminate\nthe employment or services of an Optionee with or without cause.\n\n  Each Option shall terminate with respect to all installments which are not\nexercisable at the date of an Optionee's termination of employment or services,\nas applicable.\n\n    (f)  Disability of Optionee: If an Optionee is disabled (within the meaning\n         ----------------------                                                \nof Section 22(e)(3) of the Code) at the time of termination, the three (3) month\nperiod set forth in Section 6(e) shall be a period, as determined by the Board\nand set forth in the Option, of not less than six (6) months nor more than one\nyear after such termination.\n\n    (g)  Death of Optionee: If an Optionee dies while employed by, engaged as a\n         -----------------                                                     \nconsultant to, or serving as a Director of the Company, the portion of such\nOptionee's Option which was exercisable at the date of death may be exercised,\nin whole or in part, by the estate of the decedent or by a person succeeding to\nthe right to exercise such Option at any time within (i) a period, as determined\nby the Board and set forth in the Option, of not less than six (6) months nor\nmore than one (1) year after Optionee's death, which period shall not be more,\nin the case of a Nonstatutory Option, than the period for exercise following\ntermination of employment or services, or (ii) during the remaining term of the\nOption, whichever is the lesser.  The Option may be so exercised only with\nrespect to installments exercisable at the time of Optionee's death and not\npreviously exercised by the Optionee.\n\n    (h)  Nontransferability of Option: No Option shall be transferable by the\n         ----------------------------                                        \nOptionee, except by will or by the laws of descent and distribution.  Any\nviolation or attempted violation of  such restriction shall result in the\nimmediate termination of the Option.\n\n    (i)  Recapitalization: Subject to any required action of shareholders, the\n         ----------------                                                     \nnumber of shares of Stock covered by each outstanding Option, and the exercise\nprice per share thereof set forth in each such Option, shall be proportionately\nadjusted for any increase or decrease in the number of issued shares of Stock of\nthe Company resulting from a stock split, stock dividend, combination,\nsubdivision or reclassification of shares, or the payment of a stock dividend,\nor any other increase \n\n                                     Page 4\n \nor decrease in the number of such shares affected without receipt of\nconsideration by the Company; provided, however, the conversion of any\nconvertible securities of the Company shall not be deemed to have been 'effected\nwithout receipt of consideration' by the Company.\n\n  In the event of a proposed dissolution or liquidation of the Company, a merger\nor consolidation in which the Company is not the surviving entity, or a sale of\nall or substantially all of the assets or capital stock of the Company\n(collectively, a 'Reorganization'), unless otherwise provided by the Board, each\noutstanding Option shall terminate immediately prior to such date as is\ndetermined by the Board, which date shall be no later than the consummation of\nsuch Reorganization.  In such event, if the entity which shall be the surviving\nentity does not tender to an Optionee an offer, for which it has no obligation\nto do so, to substitute for any unexercised Option a stock option or capital\nstock of such surviving entity, as applicable, which on an equitable basis shall\nprovide the Optionee with substantially the same economic benefit as such\nunexercised Option, then the Board may grant to such Optionee, in its sole and\nabsolute discretion and without obligation, the right for a period commencing\nthirty (30) days prior to and ending immediately prior to the date determined by\nthe Board pursuant hereto for termination of the Option or during the remaining\nterm of the Option, whichever is the lesser, to exercise any unexpired Option or\nOptions without regard to the installment provisions of Paragraph 6(d) of the\nPlan; provided, that any such right granted shall be granted to all Optionees\nnot receiving an offer to receive substitute options on a consistent basis, and\nprovided further, that any such exercise shall be subject to the consummation of\nsuch Reorganization.\n\n  Subject to any required action of shareholders, if the Company shall be the\nsurviving entity in any merger or consolidation, each outstanding Option\nthereafter shall pertain to and apply to the securities to which a holder of\nshares of Stock equal to the shares subject to the Option would have been\nentitled by reason of such merger or consolidation.\n\n  In the event of a change in the Stock of the Company as presently constituted,\nwhich is limited to a change of all of its authorized shares without par value\ninto the same number of shares with a par value, the shares resulting from any\nsuch change shall be deemed to be the Stock within the meaning of the Plan.\n\n  To the extent that the foregoing adjustments relate to stock or securities of\nthe Company, such adjustments shall be made by the Board, whose determination in\nthat respect shall be final, binding and conclusive.  Except as expressly\nprovided in this Section 6(i), the Optionee shall have no rights by reason of\nany subdivision or consolidation of shares of stock of any class or the payment\nof any stock dividend or any other increase or decrease in the number of shares\nof stock of any class, and the number or price of shares of Stock subject to any\nOption shall not be affected by, and no adjustment shall be made by reason of,\nany dissolution, liquidation, merger, consolidation or sale of assets or capital\nstock, or any issue by the Company of shares of stock of any class or securities\nconvertible into shares of stock of any class.\n\n  The Grant of an Option pursuant to the Plan shall not affect in any way the\nright or power of the Company to make any adjustments, reclassifications,\nreorganizations or changes in its capital or business structure or to merge,\nconsolidate, dissolve, or liquidate or to sell or transfer all or any part of\nits business or assets.\n\n    (j)  Rights as a Shareholder: An Optionee shall have no rights as a\n         -----------------------                                       \nshareholder with respect to any shares covered by an Option until the effective\ndate of the issuance of the shares following exercise of such Option by\nOptionee.  No adjustment shall be made for dividends (ordinary or extraordinary,\nwhether in cash, securities or other property) or distributions or other rights\nfor which the record date is prior to the date such stock certificate is issued,\nexcept as expressly provided in Section 6(i) hereof.\n\n    (k)  Modification, Acceleration, Extension, and Renewal of Options: Subject\n         -------------------------------------------------------------         \nto the terms and conditions and within the limitations of the Plan, the Board\nmay modify an Option, or, once an Option is exercisable, accelerate the rate at\nwhich it may be exercised, and may extend or renew outstanding Options granted\nunder the Plan or accept the surrender of outstanding Options (to the extent not\ntheretofore exercised) and authorize the granting of new Options in substitution\nfor such Options, provided such action is permissible under Section 422 of the\nCode and applicable state securities laws.  Notwithstanding the provisions of\nthis Section 6(k), however, no modification of an Option shall, without the\nconsent of the Optionee, alter to the Optionee's detriment or impair any rights\nor obligations under any Option theretofore granted under the Plan.\n\n    (l)  Exercise Before Exercise Date: At the discretion of the Board, the\n         -----------------------------                                     \nOption may, but need not, include a provision whereby the Optionee may elect to\nexercise all or any portion of the Option prior to the stated exercise date of\nthe Option or any installment thereof.  Any shares so purchased prior to the\nstated exercise date shall be subject to repurchase by the Company upon\ntermination of Optionee's employment as contemplated by Section 6(n) hereof\nprior to the exercise date stated in the Option and such other restrictions and\nconditions as the Board or Committee may deem advisable.\n\n                                     Page 5\n \n    (m)  Other Provisions: The Grant Agreements authorized under the Plan shall\n         ----------------                                                      \ncontain such other provisions, including, without limitation, restrictions upon\nthe exercise of the Options, as the Board or the Committee shall deem advisable.\nShares shall not be issued pursuant to the exercise of an Option, if the\nexercise of such Option or the issuance of shares thereunder would violate, in\nthe opinion of legal counsel for the Company, the provisions of any applicable\nlaw or the rules or regulations of any applicable governmental or administrative\nagency or body, such as the Code, the Securities Act, the Exchange Act,\napplicable state securities laws, Connecticut  corporation law, and the rules\npromulgated under the foregoing or the rules and regulations of any exchange\nupon which the shares of the Company are listed.  Without limiting the\ngenerality of the foregoing, the exercise of each Option shall be subject to the\ncondition that if at any time the Company shall determine that (i) the\nsatisfaction of withholding tax or other similar liabilities, or (ii) the\nlisting, registration or qualification of any shares covered by such exercise\nupon any securities exchange or under any state or federal law, or (iii) the\nconsent or approval of any regulatory body, or (iv) the perfection of any\nexemption from any such withholding, listing, registration, qualification,\nconsent or approval is necessary or desirable in connection with such exercise\nor the issuance of shares thereunder, then in any such event, such exercise\nshall not be effective unless such withholding, listing registration,\nqualification, consent, approval or exemption shall have been effected, obtained\nor perfected free of any conditions not acceptable to the Company.\n\n    (n)  Repurchase Agreement: The Board may, in its discretion, require as a\n         --------------------                                                \ncondition to the Grant of an Option hereunder, that an Optionee execute an\nagreement with the Company, in form and substance satisfactory to the Board in\nits discretion (a 'Repurchase Agreement'), (i) restricting the Optionee's right\nto transfer shares purchased under such Option without first offering such\nshares to the Company or other shareholders of the Company upon the same terms\nand conditions as provided therein; and, among other things, (ii) providing that\nupon termination of Optionee's employment with the Company, for any reason, the\nCompany (or other shareholders of the Company, as provided in the Repurchase\nAgreement) shall have the right at its discretion (or the discretion of such\nother shareholders) to purchase and\/or redeem all such shares owned by the\nOptionee on the date of termination of his or her employment, upon further terms\n(including as to purchase price and terms of payment) to be determined by the\nBoard or the Committee, at its discretion.  The terms and conditions of any\nRepurchase Agreement may be incorporated into a Grant Agreement.\n\n  7.   Investment Intent.  All Grants under the Plan are intended to be exempt\nfrom registration under the Securities Act provided by Rule 701 thereunder.\nUnless and until the granting of Options or sale and issuance of Stock subject\nto the Plan are registered under the Securities Act or shall be exempt pursuant\nto the rules promulgated thereunder, each Grant under the Plan shall provide\nthat the purchases or other acquisitions of Stock thereunder shall be for\ninvestment purposes and not with a view to, or for resale in connection with,\nany distribution thereof.  Further, unless the issuance and sale of the Stock\nhave been registered under the Securities Act, each Grant shall provide that no\nshares shall be purchased upon the exercise of the rights under such Grant\nunless and until (i) all then applicable requirements of state and federal laws\nand regulatory agencies shall have been fully complied with to the satisfaction\nof the Company and its counsel, and (ii) if requested to do so by the Company,\nthe person exercising the rights under the Grant shall (i) give written\nassurances as to knowledge and experience of such person (or a representative\nemployed by such person) in financial and business matters and the ability of\nsuch person (or representative) to evaluate the merits and risks of exercising\nthe Option, and (ii) execute and deliver to the Company a letter of investment\nintent and\/or such other form related to applicable exemptions from\nregistration, all in such form and substance as the Company may require.  If\nshares are issued upon exercise of any rights under a Grant without registration\nunder the Securities Act, subsequent registration of such shares shall relieve\nthe purchaser thereof of any investment restrictions or representations made\nupon the exercise of such rights.\n\n  8.   Amendment, Modification, Suspension or Discontinuance of the Plan.  The\nBoard may, insofar as permitted by law, from time to time, with respect to any\nshares at the time not subject to outstanding Grants, suspend or terminate the\nPlan or revise or amend it in any respect whatsoever, except that without the\napproval of the shareholders of the Company, no such revision or amendment shall\n(i) increase the number of shares subject to the Plan, (ii) decrease the price\nat which Grants may be granted, (iii) materially increase the benefits to\nParticipants, or (iv) change the class of persons eligible to receive Grants\nunder the Plan; provided, however, no such action shall alter or impair the\nrights and obligations under any Option outstanding as of the date thereof\nwithout the written consent of the Participant thereunder.  No Grant may be\nissued while the Plan is suspended or after it is terminated, but the rights and\nobligations under any Grant issued while the Plan is in effect shall not be\nimpaired by suspension or termination of the Plan.\n\n  In the event of any change in the outstanding Stock by reason of a stock\nsplit, stock dividend, combination or reclassification of shares,\nrecapitalization, merger, or similar event, the Board or the Committee may\nadjust proportionally (a) the number of shares of Stock (i) reserved under the\nPlan, and (ii) available for Incentive Stock Options and Nonstatutory Options;\n(b) the Stock prices related to outstanding Grants; and (c) the appropriate Fair\nMarket Value and other price determinations for such Grants. In the event of any\nother change affecting the Stock or any distribution (other \n\n                                     Page 6\n \nthan normal cash dividends) to holders of Stock, such adjustments as may be\ndeemed equitable by the Board or the Committee, including adjustments to avoid\nfractional shares, shall be made to give proper effect to such event. In the\nevent of a corporate merger, consolidation, acquisition of property or stock,\nseparation, reorganization or liquidation, the Board or the Committee shall be\nauthorized to issue or assume stock options, whether or not in a transaction to\nwhich Section 424(a) of the Code applies, and other Grants by means of\nsubstitution of new Grant Agreements for previously issued Grants or an\nassumption of previously issued Grants.\n\n  9.   Tax Withholding.  At the time of delivery or exercise of Options, as may\nbe applicable, the Company shall have the right to deduct from amounts otherwise\ndue to any Optionee and\/or withhold an appropriate number of shares for payment\nof taxes required by law or to take such other action as may be necessary in the\nopinion of the Company to satisfy all obligations for withholding of such taxes.\nIf Stock is used to satisfy tax withholding, such Stock shall be valued based on\nthe Fair Market Value when the tax withholding is required to be made.\n\n  10.  Availability of Information.  During the term of the Plan and any\nadditional period during which a Grant granted pursuant to the Plan shall be\nexercisable, the Company shall make available, not later than one hundred and\ntwenty (120) days following the close of each of its fiscal years, such\nfinancial and other information regarding the Company as is required by the\nBylaws of the Company and applicable law to be furnished in an annual report to\nthe shareholders of the Company.\n\n  11.  Notice.  Any written notice to the Company required by any of the\nprovisions of the Plan shall be addressed to the chief personnel officer or to\nthe chief executive officer of the Company, and shall become effective when it\nis received by the office of the chief personnel officer or the chief executive\nofficer.\n\n  12.  Indemnification of Board.  In addition to such other rights or\nindemnifications as they may have as directors or otherwise, and to the extent\nallowed by applicable law, the members of the Board and the Committee shall be\nindemnified by the Company against the reasonable expenses, including attorneys'\nfees, actually and necessarily incurred in connection with the defense of any\nclaim, action, suit or proceeding, or in connection with any appeal thereof, to\nwhich they or any of them may be a party by reason of any action taken, or\nfailure to act, under or in connection with the Plan or any Grant granted\nthereunder, and against all amounts paid by them in settlement thereof (provided\nsuch settlement is approved by independent legal counsel selected by the\nCompany) or paid by them in satisfaction of a judgment in any such claim,\naction, suit or proceeding, except in any case in relation to matters as to\nwhich it shall be adjudged in such claim, action, suit or proceeding that such\nBoard or Committee member is liable for negligence or misconduct in the\nperformance of his or her duties; provided that within sixty (60) days after\ninstitution of any such action, suit or Board proceeding the member involved\nshall offer the Company, in writing, the opportunity, at its own expense, to\nhandle and defend the same.\n\n  13.  Governing Law.  The Plan and all determinations made and actions taken\npursuant hereto, to the extent not otherwise governed by the Code or the\nsecurities laws of the United States, shall be governed by the law of the State\nof Connecticut and construed accordingly.\n\n  14.  Effective and Termination Dates.  The Plan shall become effective on the\ndate it is approved by the holders of a majority of the shares of Stock then\noutstanding.  The Plan shall terminate (10) ten years later, subject to earlier\ntermination by the Board pursuant to Section 8.\n\n  The foregoing 1998 Incentive Stock Plan (consisting of 7 pages, including this\npage) was duly adopted and approved by the Board of Directors on January 7, 1998\nand approved by the shareholders of the Corporation on February 26, 1998.\n\n\n\/s\/ Katherine N. Vick\n--------------------------------\nKatherine N. Vick, Secretary\n\n                                     Page 7\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7254],"corporate_contracts_industries":[9497],"corporate_contracts_types":[9539,9546],"class_list":["post-38307","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cyberian-outpost-inc","corporate_contracts_industries-retail__electronics","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38307","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=38307"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38307"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38307"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38307"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}