{"id":38337,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1999-employee-stock-purchase-plan-homestore-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-employee-stock-purchase-plan-homestore-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-employee-stock-purchase-plan-homestore-com-inc.html","title":{"rendered":"1999 Employee Stock Purchase Plan &#8211; Homestore.com Inc."},"content":{"rendered":"<pre>                              HOMESTORE.COM, INC.\n\n                       1999 EMPLOYEE STOCK PURCHASE PLAN\n\n                            As Adopted July 6, 1999\n\n\n     1.   Establishment of Plan. homestore.com, Inc. (the \"Company\") proposes to\ngrant options for purchase of the Company's Common Stock to eligible employees\nof the Company and its Participating Subsidiaries (as hereinafter defined)\npursuant to this Employee Stock Purchase Plan (this \"Plan\"). For purposes of\nthis Plan, \"Parent Corporation\" and \"Subsidiary\" shall have the same meanings as\n\"parent corporation\" and \"subsidiary corporation\" in Sections 424(e) and 424(f),\nrespectively, of the Internal Revenue Code of 1986, as amended (the \"Code\").\n\"Participating Subsidiaries\" are Parent Corporations or Subsidiaries that the\nBoard of Directors of the Company (the \"Board\") designates from time to time as\ncorporations that shall participate in this Plan. The Company intends this Plan\nto qualify as an \"employee stock purchase plan\" under Section 423 of the Code\n(including any amendments to or replacements of such Section), and this Plan\nshall be so construed. Any term not expressly defined in this Plan but defined\nfor purposes of Section 423 of the Code shall have the same definition herein. A\ntotal of 750,000 shares of the Company's Common Stock is reserved for issuance\nunder this Plan. In addition, on each January 1, the aggregate number of shares\nof the Company's Common Stock reserved for issuance under the Plan shall be\nincreased automatically by a number of shares equal to one-half percent (0.5%)\nof the total number of outstanding shares of the Company's Common Stock on the\nimmediately preceding December 31st; provided, however, that the aggregate \n                                     --------  -------\nshares reserved under this Plan shall not exceed 5,000,000 shares. Such number\nshall be subject to adjustments effected in accordance with Section 14 of this\nPlan.\n\n     2.   Purpose. The purpose of this Plan is to provide eligible employees of\nthe Company and Participating Subsidiaries with a convenient means of acquiring\nan equity interest in the Company through payroll deductions, to enhance such\nemployees' sense of participation in the affairs of the Company and\nParticipating Subsidiaries, and to provide an incentive for continued\nemployment.\n\n     3.   Administration. This Plan shall be administered by the Compensation\nCommittee of the Board (the \"Committee\"). Subject to the provisions of this Plan\nand the limitations of Section 423 of the Code or any successor provision in the\nCode, all questions of interpretation or application of this Plan shall be\ndetermined by the Committee and its decisions shall be final and binding upon\nall participants. Members of the Committee shall receive no compensation for\ntheir services in connection with the administration of this Plan, other than\nstandard fees as established from time to time by the Board for services\nrendered by Board members serving on Board committees. All expenses incurred in\nconnection with the administration of this Plan shall be paid by the Company.\n\n     4.   Eligibility. Any employee of the Company or the Participating\nSubsidiaries is eligible to participate in an Offering Period (as hereinafter\ndefined) under this Plan except the following:\n\n          (a) employees who are not employed by the Company or a Participating\nSubsidiary (10) days before the beginning of such Offering Period, except that\nemployees who are employed on the Effective Date of the Registration Statement\nfiled by the Company with the Securities and Exchange Commission (\"SEC\") under\nthe Securities Act of 1933, as amended (the \"Securities Act\") registering the\ninitial public offering of the Company's Common Stock shall be eligible to\nparticipate in the first Offering Period under the Plan;\n\n          (b) employees who are customarily employed for twenty (20) hours or\nless per week;\n\n          (c) employees who are customarily employed for five (5) months or less\nin a calendar year;\n\n          (d) employees who, together with any other person whose stock would be\nattributed to such employee pursuant to Section 424(d) of the Code, own stock or\nhold options to purchase stock possessing five percent (5%) or more of the total\ncombined voting power or value of all classes of stock of the Company or any of\nits Participating Subsidiaries or who, as a result of being granted an option\nunder this Plan with respect to such Offering Period,\n\n \nwould own stock or hold options to purchase stock possessing five percent (5%)\nor more of the total combined voting power or value of all classes of stock of\nthe Company or any of its Participating Subsidiaries; and\n\n          (e)  individuals who provide services to the Company or any of its\nParticipating Subsidiaries as independent contractors who are reclassified as\ncommon law employees for any reason except for federal income and employment tax\n                                    ------ ---                                  \npurposes.\n\n\n     5.   Offering Dates.  The offering periods of this Plan (each, an \"Offering\nPeriod\") shall be of twenty-four (24) months duration commencing on February 1\nand August 1 of each year and ending on January 31 and July 31 of each year;\nprovided, however, that notwithstanding the foregoing, the first such Offering\n--------  -------                                                             \nPeriod shall commence on the first business day on which price quotations for\nthe Company's Common Stock are available on the Nasdaq National Market (the\n\"First Offering Date\") and shall end on July 31, 2001. Unless otherwise amended\nby the Committee, except for the first Offering Period, each Offering Period\nshall consist of four (4) six month purchase periods (individually, a \"Purchase\nPeriod\") during which payroll deductions of the participants are accumulated\nunder this Plan. The first Offering Period shall consist of no more than five\nand no fewer than three Purchase Periods, any of which may be greater or less\nthan six months as determined by the Committee. The first business day of each\nOffering Period is referred to as the \"Offering Date\". The last business day of\neach Purchase Period is referred to as the \"Purchase Date\". The Committee shall\nhave the power to change the duration of Offering Periods with respect to\nofferings without stockholder approval if such change is announced at least\nfifteen (15) days prior to the scheduled beginning of the first Offering Period\nto be affected.\n\n     6.   Participation in this Plan. Eligible employees may become participants\nin an Offering Period under this Plan on the first Offering Date after\nsatisfying the eligibility requirements by delivering a subscription agreement\nto the Company's Human Resources Department not later than five (5) days before\nsuch Offering Date. Notwithstanding the foregoing, the Committee may set a later\ntime for filing the subscription agreement authorizing payroll deductions for\nall eligible employees with respect to a given Offering Period. An eligible\nemployee who does not deliver a subscription agreement to the Human Resources\nDepartment by such date after becoming eligible to participate in such Offering\nPeriod shall not participate in that Offering Period or any subsequent Offering\nPeriod unless such employee enrolls in this Plan by filing a subscription\nagreement with the Human Resources Department not later than five (5) days\npreceding a subsequent Offering Date. Once an employee becomes a participant in\nan Offering Period, such employee will automatically participate in the Offering\nPeriod commencing immediately following the last day of the prior Offering\nPeriod unless the employee withdraws or is deemed to withdraw from this Plan or\nterminates further participation in the Offering Period as set forth in Section\n11 below. Such participant is not required to file any additional subscription\nagreement in order to continue participation in this Plan.\n\n     7.   Grant of Option on Enrollment. Enrollment by an eligible employee in\nthis Plan with respect to an Offering Period will constitute the grant (as of\nthe Offering Date) by the Company to such employee of an option to purchase on\nthe Purchase Date up to that number of shares of Common Stock of the Company\ndetermined by dividing (a) the amount accumulated in such employee's payroll\ndeduction account during such Purchase Period by (b) the lower of (i) eighty-\nfive percent (85%) of the fair market value of a share of the Company's Common\nStock on the Offering Date (but in no event less than the par value of a share\nof the Company's Common Stock), or (ii) eighty-five percent (85%) of the fair\nmarket value of a share of the Company's Common Stock on the Purchase Date (but\nin no event less than the par value of a share of the Company's Common Stock),\nprovided, however, that the number of shares of the Company's Common Stock\n--------- -------                                                          \nsubject to any option granted pursuant to this Plan shall not exceed the lesser\nof (x) the maximum number of shares set by the Committee pursuant to Section\n10(c) below with respect to the applicable Purchase Date, or (y) the maximum\nnumber of shares which may be purchased pursuant to Section 10(b) below with\nrespect to the applicable Purchase Date.  The fair market value of a share of\nthe Company's  Common Stock shall be determined as provided in Section 8 below.\n\n     8.   Purchase Price. The purchase price per share at which a share of\nCommon Stock will be sold in any Offering Period shall be eighty-five percent\n(85%) of the lesser of:\n\n          (a)  The fair market value on the Offering Date; or\n\n          (b)  The fair market value on the Purchase Date.\n\n                                      -2-\n\n \n       For purposes of this Plan, the term \"Fair Market Value\" means, as of any\ndate, the value of a share of the Company's Common Stock determined as follows:\n\n\n          (a)  if such Common Stock is then quoted on the Nasdaq National\n               Market, its closing price on the Nasdaq National Market on the\n               date of determination as reported in The Wall Street Journal;\n                                                    -----------------------\n   \n          (b)  if such Common Stock is publicly traded and is then listed on a\n               national securities exchange, its closing price on the date of\n               determination on the principal national securities exchange on\n               which the  Common Stock is listed or admitted to trading as\n               reported in The Wall Street Journal;\n                           ----------------------- \n\n          (c)  if such Common Stock is publicly traded but is not quoted on the\n               Nasdaq National Market nor listed or admitted to trading on a\n               national securities exchange, the average of the closing bid and\n               asked prices on the date of determination as reported in The Wall\n                                                                        --------\n               Street Journal; or\n               --------------    \n\n          (d)  if none of the foregoing is applicable, by the Board in good\n               faith, which in the case of the First Offering Date will be the\n               price per share at which shares of the Company's Common Stock are\n               initially offered for sale to the public by the Company's\n               underwriters in the initial public offering of the Company's\n               Common Stock pursuant to a registration statement filed with the\n               SEC under the Securities Act.\n\n      9. Payment Of Purchase Price; Changes In Payroll Deductions; Issuance Of\nShares.\n\n         (a) The purchase price of the shares is accumulated by regular payroll\ndeductions made during each Offering Period. The deductions are made as a\npercentage of the participant's compensation in one percent (1%) increments not\nless than two percent (2%), nor greater than fifteen percent (15%) or such lower\nlimit set by the Committee. Compensation shall mean a participant's base salary\nor wages, including, commissions, overtime, shift premiums and bonuses, plus\ndraws against commissions, provided, however, that such compensation shall not\n                           --------  -------\nexceed an aggregate amount of $100,000 per calendar year; and provided, further,\n                                                              --------  -------\nthat for purposes of determining a participant's compensation, any election by\nsuch participant to reduce his or her regular cash remuneration under Sections\n125 or 401(k) of the Code shall be treated as if the participant did not make\nsuch election. Payroll deductions shall commence on the first payday of the\nOffering Period and shall continue to the end of the Offering Period unless\nsooner altered or terminated as provided in this Plan.\n\n          (b) A participant may increase or decrease the rate of payroll\ndeductions during an Offering Period by filing with the Human Resources\nDepartment a new authorization for payroll deductions, in which case the new\nrate shall become effective for the next payroll period commencing more than\nfifteen (15) days after the Human Resources Department receipt of the\nauthorization and shall continue for the remainder of the Offering Period unless\nchanged as described below. Such change in the rate of payroll deductions may be\nmade at any time during an Offering Period, but not more than one (1) change may\nbe made effective during any Purchase Period. A participant may increase or\ndecrease the rate of payroll deductions for any subsequent Offering Period by\nfiling with the Human Resources Department a new authorization for payroll\ndeductions not later than fifteen (15) days before the beginning of such\nOffering Period.\n\n          (c) A participant may reduce his or her payroll deduction percentage\nto zero during an Offering Period by filing with the Human Resources Department\na request for cessation of payroll deductions. Such reduction shall be effective\nbeginning with the next payroll period commencing more than fifteen (15) days\nafter the Human Resources Department receipt of the request and no further\npayroll deductions will be made for the duration of the Offering Period. Payroll\ndeductions credited to the participant's account prior to the effective date of\nthe request shall be used to purchase shares of Common Stock of the Company in\naccordance with Section (e) below. A participant may not resume making payroll\ndeductions during the Offering Period in which he or she reduced his or her\npayroll deductions to zero.\n\n                                      -3-\n\n \n       (d)  All payroll deductions made for a participant are credited to his or\nher account under this Plan and are deposited with the general funds of the\nCompany.  No interest accrues on the payroll deductions.  All payroll deductions\nreceived or held by the Company may be used by the Company for any corporate\npurpose, and the Company shall not be obligated to segregate such payroll\ndeductions.\n\n       (e)  On each Purchase Date, so long as this Plan remains in effect and\nprovided that the participant has not submitted a signed and completed\nwithdrawal form before that date which notifies the Company that the participant\nwishes to withdraw from that Offering Period under this Plan and have all\npayroll deductions accumulated in the account maintained on behalf of the\nparticipant as of that date returned to the participant, the Company shall apply\nthe funds then in the participant's account to the purchase of whole shares of\nCommon Stock reserved under the option granted to such participant with respect\nto the Offering Period to the extent that such option is exercisable on the\nPurchase Date. The purchase price per share shall be as specified in Section 8\nof this Plan. Any cash remaining in a participant's account after such purchase\nof shares shall be refunded to such participant in cash, without interest;\nprovided, however that any amount remaining in such participant's account on a\nPurchase Date which is less than the amount necessary to purchase a full share\nof Common Stock of the Company shall be carried forward, without interest, into\nthe next Purchase Period or Offering Period, as the case may be. In the event\nthat this Plan has been oversubscribed, all funds not used to purchase shares on\nthe Purchase Date shall be returned to the participant, without interest. No\nCommon Stock shall be purchased on a Purchase Date on behalf of any employee\nwhose participation in this Plan has terminated prior to such Purchase Date.\n\n       (f)  As promptly as practicable after the Purchase Date, the Company\nshall issue shares for the participant's benefit representing the shares\npurchased upon exercise of his or her option.\n\n       (g)  During a participant's lifetime, his or her option to purchase\nshares hereunder is exercisable only by him or her.  The participant will have\nno interest or voting right in shares covered by his or her option until such\noption has been exercised.\n\n   10. Limitations on Shares to be Purchased.\n\n       (a)  No participant shall be entitled to purchase stock under this Plan\nat a rate which, when aggregated with his or her rights to purchase stock under\nall other employee stock purchase plans of the Company or any Subsidiary,\nexceeds $25,000 in fair market value, determined as of the Offering Date (or\nsuch other limit as may be imposed by the Code) for each calendar year in which\nthe employee participates in this Plan.  The Company shall automatically suspend\nthe payroll deductions of any participant as necessary to enforce such limit\nprovided that when the Company automatically resumes such payroll deductions,\nthe Company must apply the rate in effect immediately prior to such suspension.\n\n       (b)  No more than two hundred percent (200%) of the number of shares\ndetermined by using eighty-five percent (85%) of the fair market value of a\nshare of the Company's  Common Stock on the Offering Date as the denominator may\nbe purchased by a participant on any single Purchase Date.\n\n       (c)  No participant shall be entitled to purchase more than the Maximum\nShare Amount (as defined below) on any single Purchase Date.  Not less than\nthirty (30) days prior to the commencement of any Offering Period, the Committee\nmay, in its sole discretion, set a maximum number of shares which may be\npurchased by any employee at any single Purchase Date (hereinafter the \"Maximum\nShare Amount\").  Until otherwise determined by the Committee, there will be no\nMaximum Share Amount.  In no event shall the Maximum Share Amount exceed the\namounts permitted under Section 10(b) above.  If a new Maximum Share Amount is\nset, then all participants must be notified of such Maximum Share Amount prior\nto the commencement of the next Offering Period.  The Maximum Share Amount shall\ncontinue to apply with respect to all succeeding Purchase Dates and Offering\nPeriods unless revised by the Committee as set forth above.\n\n       (d)  If the number of shares to be purchased on a Purchase Date by all\nemployees participating in this Plan exceeds the number of shares then available\nfor issuance under this Plan, then the Company will make a pro rata allocation\nof the remaining shares in as uniform a manner as shall be reasonably\npracticable and as the Committee\n\n                                      -4-\n\n \nshall determine to be equitable. In such event, the Company shall give\nwritten notice of such reduction of the number of shares to be purchased under a\nparticipant's option to each participant affected.\n\n       (e)  Any payroll deductions accumulated in a participant's account which\nare not used to purchase stock due to the limitations in this Section 10 shall\nbe returned to the participant as soon as practicable after the end of the\napplicable Purchase Period, without interest.\n\n   11. Withdrawal.\n\n       (a)  Each participant may withdraw from an Offering Period under this\nPlan by signing and delivering to the Human Resource Department a written notice\nto that effect on a form provided for such purpose. Such withdrawal may be\nelected at any time at least fifteen (15) days prior to the end of an Offering\nPeriod.\n\n       (b)  Upon withdrawal from this Plan, the accumulated payroll deductions\nshall be returned to the withdrawn participant, without interest, and his or her\ninterest in this Plan shall terminate. In the event a participant voluntarily\nelects to withdraw from this Plan, he or she may not resume his or her\nparticipation in this Plan during the same Offering Period, but he or she may\nparticipate in any Offering Period under this Plan which commences on a date\nsubsequent to such withdrawal by filing a new authorization for payroll\ndeductions in the same manner as set forth in Section 6 above for initial\nparticipation in this Plan.\n\n       (c)  If the Fair Market Value on the first day of the current Offering\nPeriod in which a participant is enrolled is higher than the Fair Market Value\non the first day of any subsequent Offering Period, the Company will\nautomatically enroll such participant in the subsequent Offering Period. Any\nfunds accumulated in a participant's account prior to the first day of such\nsubsequent Offering Period will be applied to the purchase of shares on the\nPurchase Date immediately prior to the first day of such subsequent Offering\nPeriod, if any. A participant does not need to file any forms with the Company\nto automatically be enrolled in the subsequent Offering Period.\n\n   12. Termination of Employment. Termination of a participant's employment for\nany reason, including retirement, death or the failure of a participant to\nremain an eligible employee of the Company or of a Participating Subsidiary,\nimmediately terminates his or her participation in this Plan. In such event, the\npayroll deductions credited to the participant's account will be returned to him\nor her or, in the case of his or her death, to his or her legal representative,\nwithout interest. For purposes of this Section 12, an employee will not be\ndeemed to have terminated employment or failed to remain in the continuous\nemploy of the Company or of a Participating Subsidiary in the case of sick\nleave, military leave, or any other leave of absence approved by the Board;\nprovided that such leave is for a period of not more than ninety (90) days or\n--------\nreemployment upon the expiration of such leave is guaranteed by contract or\nstatute.\n\n   13. Return of Payroll Deductions. In the event a participant's interest in\nthis Plan is terminated by withdrawal, termination of employment or otherwise,\nor in the event this Plan is terminated by the Board, the Company shall deliver\nto the participant all payroll deductions credited to such participant's\naccount. No interest shall accrue on the payroll deductions of a participant in\nthis Plan.\n\n   14. Capital Changes. Subject to any required action by the stockholders of\nthe Company, the number of shares of Common Stock covered by each option under\nthis Plan which has not yet been exercised and the number of shares of Common\nStock which have been authorized for issuance under this Plan but have not yet\nbeen placed under option (collectively, the \"Reserves\"), as well as the price\nper share of Common Stock covered by each option under this Plan which has not\nyet been exercised, shall be proportionately adjusted for any increase or\ndecrease in the number of issued and outstanding shares of Common Stock of the\nCompany resulting from a stock split or the payment of a stock dividend (but\nonly on the Common Stock) or any other increase or decrease in the number of\nissued and outstanding shares of Common Stock effected without receipt of any\nconsideration by the Company; provided, however, that conversion of any\n                              --------  -------  \nconvertible securities of the Company shall not be deemed to have been \"effected\nwithout receipt of consideration\". Such adjustment shall be made by the\nCommittee, whose determination shall be final, binding and conclusive. Except as\nexpressly provided herein, no issue by the Company of shares of stock of any\nclass, or securities convertible into shares of stock of any class, shall\naffect, and no adjustment by reason thereof shall be made with respect to, the\nnumber or price of shares of Common Stock subject to an option.\n\n                                      -5-\n\n \n     In the event of the proposed dissolution or liquidation of the Company, the\nOffering Period will terminate immediately prior to the consummation of such\nproposed action, unless otherwise provided by the Committee. The Committee may,\nin the exercise of its sole discretion in such instances, declare that this Plan\nshall terminate as of a date fixed by the Committee and give each participant\nthe right to purchase shares under this Plan prior to such termination. In the\nevent of (i) a merger or consolidation in which the Company is not the surviving\ncorporation (other than a merger or consolidation with a wholly-owned\nsubsidiary, a reincorporation of the Company in a different jurisdiction, or\nother transaction in which there is no substantial change in the stockholders of\nthe Company or their relative stock holdings and the options under this Plan are\nassumed, converted or replaced by the successor corporation, which assumption\nwill be binding on all participants), (ii) a merger in which the Company is the\nsurviving corporation but after which the stockholders of the Company\nimmediately prior to such merger (other than any stockholder that merges, or\nwhich owns or controls another corporation that merges, with the Company in such\nmerger) cease to own their shares or other equity interest in the Company, (iii)\nthe sale of all or substantially all of the assets of the Company or (iv) the\nacquisition, sale, or transfer of more than 50% of the outstanding shares of the\nCompany by tender offer or similar transaction, the Plan will continue with\nregard to Offering Periods that commenced prior to the closing of the proposed\ntransaction and shares will be purchased based on the Fair Market Value of the\nsurviving corporation's stock on each Purchase Date, unless otherwise provided\nby the Committee consistent with pooling of interests accounting treatment.\n\n     The Committee may, if it so determines in the exercise of its sole\ndiscretion, also make provision for adjusting the Reserves, as well as the price\nper share of Common Stock covered by each outstanding option, in the event that\nthe Company effects one or more reorganizations, recapitalizations, rights\nofferings or other increases or reductions of shares of its outstanding Common\nStock, or in the event of the Company being consolidated with or merged into any\nother corporation.\n\n     15.  Nonassignability.  Neither payroll deductions credited to a\nparticipant's account nor any rights with regard to the exercise of an option or\nto receive shares under this Plan may be assigned, transferred, pledged or\notherwise disposed of in any way (other than by will, the laws of descent and\ndistribution or as provided in Section 22 below) by the participant.  Any such\nattempt at assignment, transfer, pledge or other disposition shall be void and\nwithout effect.\n\n     16.  Reports. Individual accounts will be maintained for each participant\nin this Plan.  Each participant shall receive promptly after the end of each\nPurchase Period a report of his or her account setting forth the total payroll\ndeductions accumulated, the number of shares purchased, the per share price\nthereof and the remaining cash balance, if any, carried forward to the next\nPurchase Period or Offering Period, as the case may be.\n\n     17.  Notice of Disposition. Each participant shall notify the Company in\nwriting if the participant disposes of any of the shares purchased in any\nOffering Period pursuant to this Plan if such disposition occurs within two (2)\nyears from the Offering Date or within one (1) year from the Purchase Date on\nwhich such shares were purchased (the \"Notice Period\").  The Company may, at any\ntime during the Notice Period, place a legend or legends on any certificate\nrepresenting shares acquired pursuant to this Plan requesting the Company's\ntransfer agent to notify the Company of any transfer of the shares.  The\nobligation of the participant to provide such notice shall continue\nnotwithstanding the placement of any such legend on the certificates.\n\n     18.  No Rights to Continued Employment. Neither this Plan nor the grant of\nany option hereunder shall confer any right on any employee to remain in the\nemploy of the Company or any Participating Subsidiary, or restrict the right of\nthe Company or any Participating Subsidiary to terminate such employee's\nemployment.\n\n     19.  Equal Rights And Privileges. All eligible employees shall have equal\nrights and privileges with respect to this Plan so that this Plan qualifies as\nan \"employee stock purchase plan\" within the meaning of Section 423 or any\nsuccessor provision of the Code and the related regulations. Any provision of\nthis Plan which is inconsistent with Section 423 or any successor provision of\nthe Code shall, without further act or amendment by the Company, the Committee\nor the Board, be reformed to comply with the requirements of Section 423.  This\nSection 19 shall take precedence over all other provisions in this Plan.\n\n                                      -6-\n\n \n     20.  Notices. All notices or other communications by a participant to the\nCompany under or in connection with this Plan shall be deemed to have been duly\ngiven when received in the form specified by the Company at the location, or by\nthe person, designated by the Company for the receipt thereof.\n\n     21.  Term; Stockholder Approval. After this Plan is adopted by the Board,\nthis Plan will become effective on the First Offering Date (as defined above).\nThis Plan shall be approved by the stockholders of the Company, in any manner\npermitted by applicable corporate law, within twelve (12) months before or after\nthe date this Plan is adopted by the Board. No purchase of shares pursuant to\nthis Plan shall occur prior to such stockholder approval. This Plan shall\ncontinue until the earlier to occur of (a) termination of this Plan by the Board\n(which termination may be effected by the Board at any time), (b) issuance of\nall of the shares of Common Stock reserved for issuance under this Plan, or (c)\nten (10) years from the adoption of this Plan by the Board.\n\n     22.  Designation of Beneficiary.\n\n            (a) A participant may file a written designation of a beneficiary\nwho is to receive any shares and cash, if any, from the participant's account\nunder this Plan in the event of such participant's death subsequent to the end\nof an Purchase Period but prior to delivery to him of such shares and cash. In\naddition, a participant may file a written designation of a beneficiary who is\nto receive any cash from the participant's account under this Plan in the event\nof such participant's death prior to a Purchase Date.\n\n            (b) Such designation of beneficiary may be changed by the\nparticipant at any time by written notice. In the event of the death of a\nparticipant and in the absence of a beneficiary validly designated under this\nPlan who is living at the time of such participant's death, the Company shall\ndeliver such shares or cash to the executor or administrator of the estate of\nthe participant, or if no such executor or administrator has been appointed (to\nthe knowledge of the Company), the Company, in its discretion, may deliver such\nshares or cash to the spouse or to any one or more dependents or relatives of\nthe participant, or if no spouse, dependent or relative is known to the Company,\nthen to such other person as the Company may designate.\n\n     23.  Conditions Upon Issuance of Shares; Limitation on Sale of Shares.\nShares shall not be issued with respect to an option unless the exercise of such\noption and the issuance and delivery of such shares pursuant thereto shall\ncomply with all applicable provisions of law, domestic or foreign, including,\nwithout limitation, the Securities Act, the Securities Exchange Act of 1934, as\namended, the rules and regulations promulgated thereunder, and the requirements\nof any stock exchange or automated quotation system upon which the shares may\nthen be listed, and shall be further subject to the approval of counsel for the\nCompany with respect to such compliance.\n\n     24.  Applicable Law. The Plan shall be governed by the substantive laws\n(excluding the conflict of laws rules) of the State of California.\n\n     25.  Amendment or Termination of this Plan. The Board may at any time\namend, terminate or extend the term of this Plan, except that any such\ntermination cannot affect options previously granted under this Plan, nor may\nany amendment make any change in an option previously granted which would\nadversely affect the right of any participant, nor may any amendment be made\nwithout approval of the stockholders of the Company obtained in accordance with\nSection 21 above within twelve (12) months of the adoption of such amendment (or\nearlier if required by Section 21) if such amendment would:\n\n     (a) increase the number of shares that may be issued under this Plan; or\n\n     (b) change the designation of the employees (or class of employees)\neligible for participation in this Plan.\n\n     Notwithstanding the foregoing, the Board may make such amendments to the\nPlan as the Board determines to be advisable, if the continuation of the Plan or\nany Offering Period would result in financial accounting treatment for the Plan\nthat is different from the financial accounting treatment in effect on the date\nthis Plan is adopted by the Board.\n\n                                      -7-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7788],"corporate_contracts_industries":[9486],"corporate_contracts_types":[9539,9545],"class_list":["post-38337","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-homestorecom-inc","corporate_contracts_industries-real__agents","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\/38337","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=38337"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38337"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38337"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38337"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}