{"id":38320,"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-stock-option-plan-gsv-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1998-stock-option-plan-gsv-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1998-stock-option-plan-gsv-inc.html","title":{"rendered":"1998 Stock Option Plan &#8211; GSV Inc."},"content":{"rendered":"<pre>\n                          CYBERSHOP INTERNATIONAL, INC.\n                             1998 STOCK OPTION PLAN\n\n1.   PURPOSE OF THE PLAN.\n\n          The purpose of the  CyberShop  International,  Inc.  1998 Stock Option\nPlan (the \"Plan\") is to advance the interests of CyberShop International,  Inc.,\na  Delaware  corporation  (the  \"Company\"),  by  providing  an  opportunity  for\nownership of the stock of the Company by employees, agents and directors of, and\nconsultants  to, the Company or of any  subsidiary  corporation  (herein  called\n\"subsidiary\"  or  \"subsidiaries\"),  as defined in Section 424(f) of the Internal\nRevenue  Code of 1986,  as amended  (the  \"Code\") and the  Treasury  regulations\npromulgated thereunder (the \"Regulations\"). Such employees, agents and directors\nof, and consultants  to, the Company or any subsidiary are hereinafter  referred\nto individually as an \"Eligible Person\" and collectively as \"Eligible  Persons\".\nBy providing  an  opportunity  for such stock  ownership,  the Company  seeks to\nattract and retain  qualified  personnel,  and  otherwise to provide  additional\nincentive for optionees to promote the success of its business.\n\n2.   STOCK SUBJECT TO THE PLAN.\n\n          (a) The  total  number of shares of the  authorized  but  unissued  or\ntreasury  shares of the  common  stock,  par value of $.001  per  share,  of the\nCompany (the  \"Common  Stock\") for which  options may be granted  under the Plan\n(the \"Options\") shall be 1,000,000, subject to adjustment as provided in Section\n13 hereof.\n\n          (b)  If an  Option  granted  or  assumed  hereunder  shall  expire  or\nterminate for any reason without having been exercised in full, the  unpurchased\nshares  subject  thereto shall again be available for  subsequent  Option grants\nunder the Plan.\n\n          (c) Common Stock issuable upon exercise of an Option may be subject to\nsuch  restrictions  on  transfer,  repurchase  rights  or  other  conditions  or\nrestrictions  as shall be  determined  by the Board of  Directors of the Company\n(the \"Board\").\n\n3.   ADMINISTRATION OF THE PLAN.\n\n          (a) The Plan  shall be  administered  by the  Board.  No member of the\nBoard shall act upon any matter affecting any Option granted or to be granted to\nhimself or herself under the Plan;  provided,  however,  that nothing  contained\nherein  shall be deemed to  prohibit a member of the Board from  acting upon any\nmatter  generally  affecting  the  Plan or any  Options  granted  thereunder.  A\nmajority of the members of the Board shall  constitute a quorum,  and any action\nmay be taken by a  majority  of those  present  and voting at any  meeting.  The\ndecision of the Board as to all questions of  interpretation  and application of\nthe Plan shall be final,  binding and conclusive on all persons.  The Board,  in\nits sole discretion, may grant Options to purchase\n\n\n\n\n\n\nshares of the Common  Stock only as  provided in the Plan,  and shares  shall be\nissued upon  exercise of such  Options as provided in the Plan.  The Board shall\nhave authority,  subject to the express provisions of the Plan, to determine the\nEligible  Persons who shall be issued  Options,  the times when Options shall be\ngranted  and within  which they may be  exercised,  the prices at which  Options\nshall be  exercised,  the number of shares of Common Stock to be subject to each\nOption and whether an Option shall be treated as an incentive  stock option or a\nnon-qualified stock option. The Board shall also have the authority,  subject to\nthe express  provisions  of the Plan,  to amend the Plan, to determine the terms\nand provisions of the respective  option  agreements,  which may but need not be\nidentical,  to construe the  respective  option  agreements and the Plan, and to\nmake  all  other  determinations  in the  judgment  of the  Board  necessary  or\ndesirable for the  administration  of the Plan. The Board may correct any defect\nor supply any  omission or  reconcile  any  inconsistency  in the Plan or in any\noption  agreement  in the manner and to the  extent it shall deem  expedient  to\nimplement the Plan and shall be the sole and final judge of such expediency.\n\n          (b) The Board, in its discretion,  may delegate its power,  duties and\nresponsibilities to a committee,  consisting solely of two or more \"Non-Employee\nDirectors\"  (as  hereinafter  defined).  If a  committee  is so  appointed,  all\nreferences  to the Board  herein  shall mean and relate to such  committee.  The\nexistence  of such a committee  shall not affect the power or  authority  of the\nBoard  to  administer  the  Plan.  For  the  purposes  of  the  Plan,  the  term\n\"Non-Employee  Director\"  shall have the  meaning  ascribed  to it in  paragraph\n(b)(3) of Rule 16b-3 promulgated  under the Securities  Exchange Act of 1934, as\namended (the \"Exchange Act\"), as such term is interpreted from time to time.\n\n4.   TYPE OF OPTION.\n\n          Options granted  pursuant to the Plan shall be authorized by action of\nthe Board and may be designated as either  incentive  stock options  meeting the\nrequirements of Section 422 of the Code or non-qualified stock options which are\nnot  intended to meet the  requirements  of such  Section  422 of the Code,  the\ndesignation  to be in the sole  discretion of the Board.  Options  designated as\nincentive  stock  options  that fail to  continue  to meet the  requirements  of\nSection 422 of the Code shall be  redesignated  as  non-qualified  stock options\nautomatically without further action by the Board on the date of such failure to\ncontinue to meet the requirements of Section 422 of the Code.\n\n5.   ELIGIBILITY.\n\n          Options  designated as incentive  stock options may be granted only to\nEligible  Persons  who  are  officers  or  employees  of the  Company  or of any\nsubsidiary.  Directors  who are not  otherwise  employees  of the  Company  or a\nsubsidiary shall not be eligible to be granted  incentive stock options pursuant\nto the Plan. Options designated as non-qualified stock options may be granted to\nany Eligible Person.\n\n                                      - 2 -\n\n\n\n\n\n          The Board shall take into account such factors as it may deem relevant\nin determining  the number of shares of Common Stock to be included in an Option\nto be granted to any Eligible Person.\n\n6.   RESTRICTIONS ON OPTIONS.\n\n          Incentive stock options (but not non-qualified  stock options) granted\nunder this Plan shall be subject to the following restrictions:\n\n          (a) Limitation on Number of Shares. The aggregate fair market value of\nthe shares of Common Stock with  respect to which  incentive  stock  options are\ngranted  (determined  as of the date the  incentive  stock options are granted),\nexercisable  for the first time by an individual  during any calendar year shall\nnot exceed  $100,000.  If an incentive stock option is granted pursuant to which\nthe aggregate fair market value of shares with respect to which it first becomes\nexercisable  in  any  calendar  year  by an  individual  exceeds  such  $100,000\nlimitation,  the  portion  of such  option  which is in excess  of the  $100,000\nlimitation shall be treated as a non-qualified  stock option pursuant to Section\n422(d)(1) of the Code.  In  determining  the fair market value under this clause\n(a),  the  provisions  of  Section 8 hereof  shall  apply.  In the event that an\nindividual  is eligible  to  participate  in any other stock  option plan of the\nCompany or any  subsidiary  of the Company which is also intended to comply with\nthe provisions of Section 422 of the Code, such $100,000  limitation shall apply\nto the  aggregate  number of shares for which  incentive  stock  options  may be\ngranted under this Plan and all such other plans.\n\n          (b)  Ten  Percent  Stockholder.  If any  Eligible  Person  to  whom an\nincentive  stock option is granted  pursuant to the provisions of the Plan is on\nthe date of grant the owner of stock (as determined  under Section 424(d) of the\nCode) possessing more than 10% of the total combined voting power of all classes\nof stock of the Company or any  subsidiary  of the Company,  then the  following\nspecial provisions shall be applicable to the incentive stock options granted to\nsuch individual:\n\n                   (i) The Option price per share  subject to such Options shall\nbe not less than 110% of the fair  market  value of the  shares of Common  Stock\nwith respect to which Options are granted (determined as of the date such Option\nwas granted).  In  determining  the fair market value under this clause (i), the\nprovisions of Section 8 hereof shall apply.\n\n                   (ii) The Option by its terms shall not be  exercisable  after\nthe expiration of five years from the date such Option is granted.\n\n7.   OPTION AGREEMENT; DISQUALIFYING DISPOSITIONS.\n\n          (a) Each Option shall be evidenced by an option  agreement,  in a form\napproved  from time to time by the Board (the  \"Agreement\"),  duly  executed  on\nbehalf of the Company and by\n\n                                      - 3 -\n\n\n\n\n\nthe optionee to whom such Option is granted,  which  Agreement shall comply with\nand be  subject  to the terms and  conditions  of the Plan.  The  Agreement  may\ncontain such other terms,  provisions and conditions  which are not inconsistent\nwith  the  Plan  as may  be  determined  by the  Board;  provided  that  Options\ndesignated  as incentive  stock  options  shall meet all of the  conditions  for\nincentive  stock  options as defined in Section 422 of the Code. No Option shall\nbe granted  within the meaning of the Plan and no purported  grant of any Option\nshall be effective  until the Agreement  shall have been duly executed on behalf\nof the Company and the optionee.\n\n          (b) If an  optionee  makes a  \"disposition\"  (within  the  meaning  of\nSection 424(c) of the Code) of shares of Common Stock issued upon exercise of an\nincentive  stock  option  within  two years from the date of grant or within one\nyear from the date the shares of Common Stock are  transferred  to the optionee,\nthe optionee shall, within ten days of disposition, notify the Board and deliver\nto it any withholding and employment  taxes due.  However,  if the optionee is a\nperson subject to Section 16(b) of the Exchange Act, delivery of any withholding\nand  employment  taxes due may be  deferred  until  ten days  after the date any\nincome on the  disposition  is  recognized  under  Section  83 of the Code.  The\nCompany may cause a legend to be affixed to certificates  representing shares of\nCommon Stock issued upon exercise of incentive  stock options to ensure that the\nBoard receives notice of disqualifying dispositions.\n\n8.   OPTION PRICE.\n\n          (a) The  Option  price or prices of  shares  of the  Common  Stock for\nOptions designated as non-qualified  stock options shall be as determined by the\nBoard.\n\n          (b) Subject to the  conditions  set forth in Section 6(b) hereof,  the\nOption price or prices of shares of the  Company's  Common Stock  designated  as\nincentive  stock  options shall be at least the fair market value of such Common\nStock on the date the Option is granted as determined by the Board in accordance\nwith the Regulations promulgated under Section 422 of the Code.\n\n          (c)  If  such  shares  are  then  listed  on any  national  securities\nexchange, the fair market value shall be the mean between the high and low sales\nprices,  if any,  on the largest  such  exchange on the date of the grant of the\nOption  or, if there are no such  sales on such  date,  shall be  determined  by\ntaking a weighted  average of the means  between the  highest  and lowest  sales\nprices on the nearest  date before and the nearest  date after the date of grant\nin accordance with Section  25.2512-2 of the Regulations.  If the shares are not\nthen listed on any such exchange,  the fair market value of such shares shall be\nthe mean  between the closing  \"Bid\" and the closing  \"Ask\"  prices,  if any, as\nreported in the National  Association of Securities Dealers Automated  Quotation\nSystem  (\"NASDAQ\") for the date of the grant of the Option,  or, if there are no\nsuch prices on such date,  shall be determined  by taking a weighted  average of\nthe means between the highest and lowest sales prices on the nearest date before\nand the  nearest  date  after  the  date of  grant in  accordance  with  Section\n25.2512-2 of the  Regulations.  If the shares are not then either  listed on any\nsuch  exchange  or quoted in NASDAQ,  the fair  market  value  shall be the mean\nbetween  the average of the \"Bid\" and \"Ask\"  prices,  if any, as reported in the\nNational\n\n                                      - 4 -\n\n\n\n\n\nAssociation of Securities  Dealers National Daily Quotation Service for the date\nof the grant of the Option,  or, if there are no such prices on such date, shall\nbe determined by taking a weighted  average of the means between the highest and\nlowest  sales  prices on the nearest  date before and the nearest date after the\ndate of grant in accordance with Section  25.2512-2 of the  Regulations.  If the\nfair market value cannot be determined under the preceding three  sentences,  it\nshall be determined in good faith by the Board in accordance with Section 422 of\nthe Code.\n\n9.   MANNER OF PAYMENT; MANNER OF EXERCISE.\n\n          (a) Options  granted under the Plan may provide for the payment of the\nexercise  price by delivery  of (i) cash or a check  payable to the order of the\nCompany in an amount equal to the exercise price of such Options, (ii) shares of\nCommon  Stock owned by the  optionee  having a fair market value (at the date of\nexercise) equal in amount to the exercise price of the Options being  exercised,\nor (iii) any combination of (i) and (ii). The fair market value of any shares of\nCommon  Stock  which  may be  delivered  upon  exercise  of an  Option  shall be\ndetermined by the Board in accordance with Section 8 hereof.\n\n          (b) To the  extent  that an  Option  is  exercisable,  Options  may be\nexercised  in full at one time or in part from time to time,  by giving  written\nnotice,  signed by the person or persons  exercising the Option, to the Company,\nstating  the  number  of  shares  with  respect  to which  the  Option  is being\nexercised, accompanied by payment in full for such shares as provided in Section\n9(a) hereof. No exercise of an Option may be made for fewer than 100 full shares\nof Common Stock unless such exercise is made for the entire fractional amount of\na share remaining to be purchased  pursuant to such Option.  Upon such exercise,\ndelivery of a certificate  for paid-up,  non-assessable  shares shall be made by\nthe Company to the person or persons  exercising  the Option  within 20 business\ndays after receipt of such notice by the Company.\n\n10.  EXERCISE OF OPTIONS.\n\n          Each Option granted under the Plan shall,  subject to Sections  11(b),\n13 and 16 hereof, be exercisable at such time or times and during such period as\nshall be set forth in the Agreement; provided, however, that except as otherwise\nprovided  pursuant to the  provisions of Section 6(b) hereof,  no Option granted\nunder the Plan shall have a term in excess of ten years from the date of grant.\n\n11.  TERM OF OPTIONS; EXERCISABILITY.\n\n          (a)  Term.\n\n                   (i) Each  Option  shall  expire on a date  determined  by the\nBoard  which is not more than ten years from the date of the  granting  thereof,\nexcept (a) as  otherwise  provided  pursuant to the  provisions  of Section 6(b)\nhereof, and (b) for earlier termination as herein provided.\n\n                                      - 5 -\n\n\n\n\n\n                   (ii)  Except as  otherwise  provided  in this  Section 11, an\nOption  granted  to any  optionee  who ceases to be an  Eligible  Person for any\nreason  shall  terminate  on the earlier of (i) three (3) months  after the date\nsuch  optionee  ceased to be an Eligible  Person,  or (ii) the date on which the\nOption expires by its terms.\n\n                   (iii) If an optionee  ceases to be an Eligible Person because\nthe Company has terminated his or her status with the Company for cause (as such\nterm is defined in any employment or similar agreement between such optionee and\nthe  Company  or,  if there is no such  agreement,  or such  agreement  does not\ncontain provisions relating to termination or removal for cause, as such term is\ndefined by the law of the State of  Delaware),  such Option will,  to the extent\nnot terminated,  be deemed to have terminated on the date immediately  preceding\nthe date the optionee ceased to be an Eligible Person.\n\n                   (iv) If an optionee  ceases to be an Eligible  Person because\nthe optionee has become disabled  (within the meaning of Section 22(e)(3) of the\nCode), such Option shall terminate on the earlier of (i) one year after the date\nsuch  optionee  ceased to be an Eligible  Person,  or (ii) the date on which the\nOption expires by its terms.\n\n                   (v) In the event of the death of any  optionee,  such  Option\nshall  terminate on the earlier of (i) one year after the date of death, or (ii)\nthe date on which the Option expires by its terms.\n\n          (b)  Exercisability.\n\n                   (i) Except as otherwise  provided in this Section  11(b),  an\nOption  granted to an optionee who  thereafter  ceases to be an Eligible  Person\nshall be exercisable  only to the extent that the right to purchase shares under\nsuch Option is  exercisable  on the date such optionee  ceased to be an Eligible\nPerson\n\n                   (ii) An Option  granted  to an  optionee  who ceases to be an\nEligible  Person because he or she has become  disabled (as such term is defined\nin any employment or similar agreement between such optionee and the Company or,\nif there is no such  agreement,  or such agreement  does not contain  provisions\nrelating to termination or removal for  disability,  as determined by the Board)\nshall be immediately exercisable as to the full number of shares covered by such\nOption, whether or not under the provisions of the Plan or Agreement such Option\nwas otherwise exercisable as of the date of disability.\n\n                   (iii) In the event of the death of an  optionee,  the  Option\ngranted  to such  optionee  may be  exercised  as to the full  number  of shares\ncovered  by such  Option,  whether  or not under the  provisions  of the Plan or\nAgreement  the  optionee  was  otherwise  exercisable  at the date of his or her\ndeath,  by the  executor,  administrator  or  personal  representative  of  such\noptionee,  or by any person or persons who acquired  the right to exercise  such\nOption by bequest or inheritance or by reason of the death of such optionee.\n\n                                      - 6 -\n\n\n\n\n\n                   (iv) In addition to the acceleration of the exercisability of\nOptions pursuant to this Section 11(b) and Section 13(b)(ii)  hereof,  the Board\nshall have the right, in the exercise of its discretion and for any reason,  and\nwith the consent of the optionee,  to accelerate the date on which Options shall\nbe exercisable.\n\n12.  TRANSFERABILITY.\n\n          The right of any optionee to exercise any Option granted to him or her\nshall not be assignable or  transferable  by such optionee other than by will or\nthe laws of descent and  distribution,  and any such Option shall be exercisable\nduring the  lifetime of such  optionee  only by him or her.  Any Option  granted\nunder the Plan shall be null and void and without  effect upon the bankruptcy of\nthe optionee to whom the Option is granted, or upon any attempted  assignment or\ntransfer,  except  as  herein  provided,   including,  without  limitation,  any\npurported  assignment,  whether  voluntary  or  by  operation  of  law,  pledge,\nhypothecation or other disposition,  or levy of execution,  attachment,  trustee\nprocess or similar process,  whether legal or equitable,  upon such Option.  The\nBoard shall have  discretion  to grant any Option that is not  designated  as an\nincentive stock option, free of any or all of the restrictions described in this\nSection.\n\n13.  RECAPITALIZATION, REORGANIZATIONS AND THE LIKE.\n\n          (a) In the event that the  outstanding  shares of the Common Stock are\nchanged  into or  exchanged  for a  different  number or kind of shares or other\nsecurities  of the  Company by reason of any  reorganization,  recapitalization,\nreclassification,  stock split,  combination of shares,  or dividends payable in\ncapital stock,  appropriate and equitable adjustment shall be made by the Board,\nin its sole discretion, in the number and kind of shares as to which Options may\nbe  granted  under  the Plan and as to which  outstanding  Options  or  portions\nthereof then  unexercised  shall be exercisable.  Such adjustment in outstanding\nOptions  shall be made  without  change in the  total  price  applicable  to the\nunexercised  portion of such Options and with a corresponding  adjustment in the\nOption price per share.\n\n          (b) (i) In addition,  unless otherwise  determined by the Board in its\nsole  discretion,  in the case of any (I) merger or  consolidation  pursuant  to\nwhich the  Company's  stockholders  shall  receive cash or securities of another\ncorporation and less than 50% of the outstanding  capital stock of the surviving\ncorporation  pursuant  to such  merger  or  consolidation  shall be owned by the\nstockholders of the Company, (II) sale or conveyance to another entity of all or\nsubstantially  all of the  property and assets of the Company or (III) Change in\nControl of the  Company,  the  Company  shall,  or shall  cause  such  surviving\ncorporation  or the  purchaser(s)  of the  Company's  assets to,  deliver to the\noptionee the same kind of consideration that is delivered to the stockholders of\nthe  Company as a result of such  merger,  consolidation,  sale,  conveyance  or\nChange in Control,  or the Board may cancel all outstanding  Options in exchange\nfor consideration in cash or marketable securities,  which consideration in both\ncases  shall be equal in value to the  value of those  shares  of stock or other\nsecurities the optionee would have received had the Option been\n\n                                      - 7 -\n\n\n\n\n\nexercised  (but only to the extent then  exercisable)  and had no disposition of\nthe  shares  acquired  upon  such  exercise  been  made  prior  to such  merger,\nconsolidation,  sale,  conveyance  or Change in Control,  less the Option  price\ntherefor or, in lieu thereof,  the Board shall give the optionee at least twenty\ndays  prior  written  notice  of any such  transaction  in order to  enable  the\noptionee to  exercise  the  exercisable  portion,  if any,  of the Option.  Upon\nreceipt of such  consideration  effective on the date  specified in such notice,\nall Options (whether or not then exercisable) shall immediately terminate and be\nof no further force or effect.  The value of the stock or other  securities  the\noptionee  would  have  received  if the  Option  had  been  exercised  shall  be\ndetermined  in good  faith by the  Board,  and in the case of  shares  of Common\nStock, in accordance with the provisions of Section 8 hereof.\n\n                   (ii) The  Board  shall  also  have  the  power  and  right to\naccelerate the exercisability of any Options, notwithstanding any limitations in\nthis Plan or in the Agreement upon such merger, consolidation,  sale, conveyance\nor Change in Control.\n\n          (c) A \"Change  in  Control\"  shall be deemed to have  occurred  if any\nperson, or any two or more persons acting as a group, and all affiliates of such\nperson or persons, who prior to such time Beneficially Owned (as defined in Rule\n13d-3  under the  Exchange  Act) less  than 40% of the then  outstanding  Common\nStock,  shall  acquire  such  additional  shares of Common  Stock in one or more\ntransactions, or series of transactions, such that following such transaction or\ntransactions,  such person or group and affiliates  Beneficially Own 50% or more\nof the Common Stock outstanding.\n\n          (d) If by reason of a corporate merger, consolidation,  acquisition of\nproperty or stock, separation,  reorganization,  or liquidation, the Board shall\nauthorize  the issuance or  assumption  of a stock option or stock  options in a\ntransaction to which Section 424(a) of the Code applies,  then,  notwithstanding\nany other  provision of the Plan,  the Board may grant an option or options upon\nsuch  terms  and  conditions  as it may  deem  appropriate  for the  purpose  of\nassumption  of the old  Option,  or  substitution  of a new  option  for the old\nOption, in conformity with the provisions of such Section 424(a) of the Code and\nthe Regulations  thereunder,  and any such option shall not reduce the number of\nshares  otherwise  available  for issuance  under the Plan. In the event of such\nissuance or  assumption,  the  provisions  of Section  13(b) hereof shall not be\napplicable.\n\n14.  NO SPECIAL EMPLOYMENT RIGHTS.\n\n          Nothing  contained in the Plan or in any Option granted under the Plan\nshall confer upon any optionee any right with respect to the continuation of his\nor her  employment by the Company or any subsidiary or interfere in any way with\nthe right of the Company or any subsidiary, subject to the terms of any separate\nemployment  agreement to the contrary,  at any time to terminate such employment\nor to increase or decrease the  compensation  of the Option holder from the rate\nin existence at the time of the grant of an Option.  Whether an authorized leave\nof absence, or\n\n                                      - 8 -\n\n\n\n\n\nabsence in military or  government  service,  shall  constitute  termination  of\nemployment  for purposes of any Option shall be  determined  by the Board at the\ntime of such occurrence.\n\n15.  WITHHOLDING.\n\n          The Company's  obligation  to deliver  shares upon the exercise of any\nOption  granted  under  the  Plan  shall  be  subject  to  the  Option  holder's\nsatisfaction  of any applicable  federal,  state and local income and employment\ntax  withholding  requirements.  The Company and  optionee may agree to withhold\nshares of Common  Stock  purchased  upon  exercise  of an Option to satisfy  the\nabove-mentioned withholding requirements.\n\n16. RESTRICTIONS ON EXERCISE OF OPTIONS AND ISSUANCE OF SHARES.\n\n          (a)  Notwithstanding  the  provisions of Sections 9 and 11 hereof,  an\nOption  cannot be  exercised,  and the Company may delay the  issuance of shares\ncovered by the exercise of an Option and the delivery of a certificate  for such\nshares, until one of the following conditions shall be satisfied:\n\n                   (i) The shares  with  respect  to which such  Option has been\nexercised are at the time of the issuance of such shares effectively  registered\nor qualified under applicable  federal and state securities acts now in force or\nas hereafter amended; or\n\n                   (ii)  Counsel  for the  Company  shall have given an opinion,\nwhich  opinion  shall not be  unreasonably  conditioned  or  withheld,  that the\nissuance of such  shares is exempt from  registration  and  qualification  under\napplicable  federal  and  state  securities  acts now in  force or as  hereafter\namended.\n\n          (b) The Company shall be under no  obligation to qualify  shares or to\ncause a registration statement or a post-effective amendment to any registration\nstatement  to be prepared  for the purpose of covering the issuance of shares in\nrespect of which any Option may be  exercised  or to cause the  issuance of such\nshares to be exempt from registration and qualification under applicable federal\nand state  securities  acts now in force or as  hereinafter  amended,  except as\notherwise agreed to by the Company in writing in its sole discretion.\n\n17. PURCHASE FOR INVESTMENT; RIGHTS OF HOLDER ON SUBSEQUENT REGISTRATION.\n\n          Unless and until the shares to be issued  upon  exercise  of an Option\ngranted under the Plan have been effectively registered under the Securities Act\nof 1933, as amended (the \"1933 Act\"), as now in force or hereafter amended,  the\nCompany shall be under no  obligation to issue any shares  covered by any Option\nunless the person who exercises such Option,  in whole or in part,  shall give a\nwritten  representation  and undertaking to the Company which is satisfactory in\nform and scope to counsel for the Company and upon which, in the opinion of such\ncounsel, the Company may reasonably rely, that he or she is acquiring the shares\nissued  pursuant to such exercise of the Option for his or her own account as an\ninvestment and not with a view to, or\n\n                                      - 9 -\n\n\n\n\n\nfor sale in connection with, the distribution of any such shares, and that he or\nshe will make no transfer of the same  except in  compliance  with any rules and\nregulations  in force at the time of such  transfer  under the 1933 Act,  or any\nother applicable law, and that if shares are issued without such registration, a\nlegend to this effect may be endorsed upon the securities so issued.\n\n          In the event that the Company shall,  nevertheless,  deem it necessary\nor desirable  to register  under the 1933 Act or other  applicable  statutes any\nshares with respect to which an Option shall have been exercised,  or to qualify\nany such shares for exemption  from the 1933 Act or other  applicable  statutes,\nthen the Company may take such action and may require  from each  optionee  such\ninformation  in writing  for use in any  registration  statement,  supplementary\nregistration statement, prospectus, preliminary prospectus, offering circular or\nany other document that is reasonably necessary for such purpose and may require\nreasonable  indemnity to the Company and its officers  and  directors  from such\nholder against all losses, claims, damages and liabilities arising from such use\nof the  information  so  furnished  and  caused by any untrue  statement  of any\nmaterial  fact  therein  or  caused by the  omission  to state a  material  fact\nrequired to be stated  therein or necessary to make the  statements  therein not\nmisleading in the light of the circumstances under which they were made.\n\n18.  LOANS.\n\n          At the discretion of the Board,  the Company may loan to the optionee,\nor pay to the  optionee  as a bonus,  some or all of the  purchase  price of the\nshares acquired upon exercise of an Option,  the terms of such loans or bonus to\nbe at the discretion of the Board.\n\n19.  MODIFICATION OF OUTSTANDING OPTIONS.\n\n          Subject to any applicable  limitations contained herein, the Board may\nauthorize  the  amendment  of any  outstanding  Option  with the  consent of the\noptionee  when and  subject to such  conditions  as are deemed to be in the best\ninterests  of the  Company  and in  accordance  with the  purposes  of the Plan.\nWithout limiting the foregoing, the Board shall have the authority to effect, at\nany time and from time to time, with the consent of the affected optionees,  the\ncancellation  of any or all  outstanding  Options under the Plan and to grant in\nsubstitution  therefor new Options under the Plan covering the same or different\nnumbers of Shares and  having,  at the  discretion  of the Board and  subject to\nSections 6 and 8 hereof, an exercise price, in the case of Options designated as\nnon-qualified  stock  options,  as shall be  determined by the Board and, in the\ncase of Options  designated  as incentive  stock  options,  of not less than one\nhundred  percent  (100%) of the fair market value of the Common Stock on the new\ngrant date.\n\n20.  APPROVAL OF BOARD AND STOCKHOLDERS.\n\n          The Plan shall  become  effective  upon  adoption by the Board and the\nstockholders of the Company; provided, however, that the Plan shall be submitted\nfor approval by the  stockholders of the Company within 12 months after the date\nof adoption of the Plan by the Board. If the stockholders of the Company fail to\napprove the Plan within 12 months after the date of adoption\n\n                                     - 10 -\n\n\n\n\n\nof the Plan by the  Board,  the Plan and all stock  options  granted  thereunder\nshall be and become null and void and of no further force or effect.\n\n21.  TERMINATION AND AMENDMENT OF PLAN.\n\n          Unless sooner terminated as herein provided,  the Plan shall terminate\nten years from the earlier of (x) the date on which the Plan was duly adopted by\nthe  Board,  and (y) the  date on  which  the  Plan  was  duly  approved  by the\nstockholders  of the Company.  The Board may at any time  terminate  the Plan or\nmake such  modification or amendment  thereof as it deems  advisable;  provided,\nhowever,  (i) the Board may not, without the approval of the stockholders of the\nCompany obtained in the manner stated in Section 20 hereof, increase the maximum\nnumber of shares for which Options may be granted or change the  designation  of\nthe class of persons  eligible to receive  Options under the Plan,  and (ii) any\nsuch  modification  or  amendment of the Plan shall be approved by a majority of\nthe stockholders of the Company to the extent that such stockholder  approval is\nnecessary to comply with applicable  provisions of the Code,  rules  promulgated\npursuant to Section 16 of the  Exchange Act (if any),  applicable  state law, or\napplicable   NASD  or  exchange   listing   requirements.   Termination  or  any\nmodification  or  amendment  of the Plan shall not,  without  the  consent of an\noptionee, affect his or her rights under an Option theretofore granted to him or\nher.\n\n22.  DUTIES OF THE COMPANY.\n\n          The Company shall at all times keep available for issuance or delivery\nsuch  number of shares of Common  Stock as will be  sufficient  to  satisfy  the\nrequirements of the Plan.\n\n23. LIMITATION OF RIGHTS IN THE OPTION SHARES.\n\n          An optionee shall not be deemed for any purpose to be a stockholder of\nthe Company with  respect to any of the Options  until (x) the Option shall have\nbeen exercised  with respect  thereto  (including  payment to the Company of the\nexercise  price) and (y) the earlier to occur of (i) the delivery by the Company\nto the optionee of a certificate therefor, or (ii) the date on which the Company\nis required to deliver a certificate pursuant to Section 9(b) hereof.\n\n24.  GOVERNING LAW.\n\n          The Plan and all Options shall be governed by and construed  under the\nlaws of the State of Delaware,  without giving effect to principles of conflicts\nof law.\n\n25.  NOTICES.\n\n          Any  communication  or notice  required or permitted to be given under\nthe Plan shall be in writing,  and mailed by  registered  or  certified  mail or\ndelivered by hand,  if to the Company,  to the attention of the President at the\nCompany's principal place of business; and, if to an optionee, to\n\n                                     - 11 -\n\n\n\n\n\nhis or her address as it appears on the records of the Company.\n\n26.  HEADINGS.\n\n          The headings  contained in this Plan are for  convenience of reference\nonly and in no way define,  limit or describe the scope or intent of the Plan or\nin any way affect this Agreement.\n\n                                     - 12 -\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7700],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9545],"class_list":["post-38320","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gsv-inc","corporate_contracts_industries-technology__programming","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\/38320","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=38320"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38320"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38320"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38320"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}