{"id":38366,"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-stock-option-plan-dean-amp-amp-deluca-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-stock-option-plan-dean-amp-amp-deluca-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-stock-option-plan-dean-amp-amp-deluca-inc.html","title":{"rendered":"1999 Stock Option Plan &#8211; Dean &#038; DeLuca Inc."},"content":{"rendered":"<pre>                               DEAN &amp; DELUCA, INC.\n\n                             1999 STOCK OPTION PLAN\n\n                         AS ADOPTED ON NOVEMBER 29, 1999\n\n         1. PURPOSES OF THE PLAN. The purposes of this Stock Option Plan are to\nattract and retain the best available personnel for positions of substantial\nresponsibility, to provide additional incentive to Employees, Directors and\nConsultants and to promote the success of the Company's business. Options\ngranted under the Plan may be Incentive Stock Options or Nonstatutory Stock\nOptions, as determined by the Administrator at the time of grant. Stock Purchase\nRights may also be granted under the Plan.\n\n         2. DEFINITIONS. As used herein, the following definitions shall apply:\n\n                  (a) 'ADMINISTRATOR' means the Board or any of its Committees\nas shall be administering the Plan in accordance with Section 4 hereof.\n\n                  (b) 'APPLICABLE LAWS' means the requirements relating to the\nadministration of stock option plans under U.S. state corporate laws, U.S.\nfederal and state securities laws, the Code, any stock exchange or quotation\nsystem on which the Common Stock is listed or quoted and the applicable laws of\nany foreign country or jurisdiction where Options or Stock Purchase Rights are\ngranted under the Plan.\n\n                  (c) 'CAUSE' shall mean (a) an Optionee's willful engagement in\nconduct which is injurious to the Company or any Subsidiary or gross negligence\nor misconduct in the performance of Optionee's duties as determined by the Board\nin its reasonable discretion, (b) an Optionee's theft or misappropriation of\nfunds of the Company or any Subsidiary, (c) an Optionee's conviction of, or plea\nof nolo contendere to, a felony or, if involving moral turpitude, a misdemeanor\nor (d) the Optionee's causing the Company or any Subsidiary to violate a\nmaterial local, state or federal law. If the Optionee has entered into an\nemployment agreement with the Company on or after the date of grant of an\nOption, the Board in its discretion may substitute with respect to the Optionee\nthe definition of 'cause' set forth in such agreement for this definition.\n\n                  (d) 'BOARD' means the Board of Directors of the Company.\n\n                  (e) 'CODE' means the Internal Revenue Code of 1986, as\namended.\n\n                  (f) 'COMMITTEE' means a committee of Directors appointed by\nthe Board in accordance with Section 4 hereof.\n\n                  (g) 'COMMON STOCK' means the Common Stock of the Company.\n\n\n\n                                        1\n\n\n\n\n                  (h) 'COMPANY' means Dean &amp; Deluca, Inc., a Delaware\ncorporation.\n\n                  (i) 'CONSULTANT' means any person who is engaged by the\nCompany or any Parent or Subsidiary to render consulting or advisory services to\nsuch entity.\n\n                  (j) 'DIRECTOR' means a member of the Board of Directors of the\nCompany.\n\n                  (k) 'DISABILITY' means total and permanent disability as\ndefined in Section 22(e)(3) of the Code.\n\n                  (l) 'EMPLOYEE' means any person, including Officers and\nDirectors, employed by the Company or any Parent or Subsidiary of the Company. A\nService Provider shall not cease to be an Employee in the case of (i) any leave\nof absence approved by the Company or (ii) transfers between locations of the\nCompany or between the Company, its Parent, any Subsidiary, or any successor.\nFor purposes of Incentive Stock Options, no such leave may exceed ninety (90)\ndays, unless reemployment upon expiration of such leave is guaranteed by statute\nor contract. If reemployment upon expiration of a leave of absence approved by\nthe Company is not so guaranteed, on the 181st day of such leave any Incentive\nStock Option held by the Optionee shall cease to be treated as an Incentive\nStock Option and shall be treated for tax purposes as a Nonstatutory Stock\nOption. Neither service as a Director nor payment of a director's fee by the\nCompany shall be sufficient to constitute 'EMPLOYMENT' by the Company.\n\n                  (m) 'EXCHANGE ACT' means the Securities Exchange Act of 1934,\nas amended.\n\n                  (n) 'FAIR MARKET VALUE' means, as of any date, the value of\nCommon Stock determined as follows:\n\n                       (i) If the Common Stock is listed on any established\nstock exchange or a national market system, including without limitation the\nNasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,\nits Fair Market Value shall be the closing sales price for such stock (or the\nclosing bid, if no sales were reported) as quoted on such exchange or system for\nthe last market trading day prior to the time of determination, as reported in\nTHE WALL STREET JOURNAL or such other source as the Administrator deems\nreliable;\n\n                       (ii) If the Common Stock is regularly quoted by a\nrecognized securities dealer but selling prices are not reported, its Fair\nMarket Value shall be the mean between the high bid and low asked prices for the\nCommon Stock on the last market trading day prior to the day of determination;\nor\n\n                       (iii) In the absence of an established market for the\nCommon Stock, the Fair Market Value thereof shall be determined in good faith by\nthe Administrator.\n\n                  (o) 'INCENTIVE STOCK OPTION' means an Option intended to\nqualify as an incentive stock option within the meaning of Section 422 of the\nCode.\n\n\n\n                                        2\n\n\n\n\n\n                  (p) 'NONSTATUTORY STOCK OPTION' means an Option not intended\nto qualify as an Incentive Stock Option.\n\n                  (q) 'OFFICER' means a person who is an officer of the Company\nwithin the meaning of Section 16 of the Exchange Act and the rules and\nregulations promulgated thereunder.\n\n                  (r) 'OPTION' means a stock option granted pursuant to the\nPlan.\n\n                  (s) 'OPTION AGREEMENT' means a written or electronic agreement\nbetween the Company and an Optionee evidencing the terms and conditions of an\nindividual Option grant. The Option Agreement is subject to the terms and\nconditions of the Plan.\n\n                  (t) 'OPTION EXCHANGE PROGRAM' means a program whereby\noutstanding Options are exchanged for Options with a lower exercise price.\n\n                  (u) 'OPTIONED STOCK' means the Common Stock subject to an\nOption or a Stock Purchase Right.\n\n                  (v) 'OPTIONEE' means the holder of an outstanding Option or\nStock Purchase Right granted under the Plan.\n\n                  (w) 'PARENT' means a 'PARENT CORPORATION,' whether now or\nhereafter existing, as defined in Section 424(e) of the Code.\n\n                  (x) 'PLAN' means this 1999 Stock Option Plan.\n\n                  (y) 'RESTRICTED STOCK' means shares of Common Stock acquired\npursuant to a grant of a Stock Purchase Right under Section 11 below.\n\n                  (z) 'SECTION 16(B)' means Section 16(b) of the Securities\nExchange Act of 1934, as amended.\n\n                  (aa) 'SERVICE PROVIDER' means an Employee, Director or\nConsultant.\n\n                  (bb) 'SHARE' means a share of the Common Stock, as adjusted in\naccordance with Section 12 below.\n\n                  (cc) 'STOCK PURCHASE RIGHT' means a right to purchase Common\nStock pursuant to Section 11 below.\n\n                  (dd) 'SUBSIDIARY' means a 'SUBSIDIARY CORPORATION,' whether\nnow or hereafter existing, as defined in Section 424(f) of the Code.\n\n\n\n                                        3\n\n\n\n\n\n         3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 12\nof the Plan, the maximum aggregate number of Shares which may be subject to\noption and sold under the Plan is 1,077,320 Shares. The Shares may be authorized\nbut unissued, or reacquired Common Stock.\n\n         If an Option or Stock Purchase Right expires or becomes unexercisable\nwithout having been exercised in full, or is surrendered pursuant to an Option\nExchange Program, the unpurchased Shares which were subject thereto shall become\navailable for future grant or sale under the Plan (unless the Plan has\nterminated). However, Shares that have actually been issued under the Plan, upon\nexercise of either an Option or Stock Purchase Right, shall not be returned to\nthe Plan and shall not become available for future distribution under the Plan,\nexcept that if Shares of Restricted Stock are repurchased by the Company at\ntheir original purchase price, such Shares shall become available for future\ngrant under the Plan.\n\n         4. ADMINISTRATION OF THE PLAN.\n\n                  (a) The Plan shall be administered by the Board or a Committee\nappointed by the Board, which Committee shall be constituted to comply with\nApplicable Laws.\n\n                  (b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of\nthe Plan and, in the case of a Committee, the specific duties delegated by the\nBoard to such Committee, and subject to the approval of any relevant\nauthorities, the Administrator shall have the authority in its discretion:\n\n                         (i) to determine the Fair Market Value;\n\n                        (ii) to select the Service Providers to whom Options and\nStock Purchase Rights may from time to time be granted hereunder;\n\n                        (iii) to determine the number of Shares to be covered by\neach such award granted hereunder;\n\n                        (iv) to approve forms of agreement for use under the\nPlan;\n\n                        (v) to determine the terms and conditions, of any Option\nor Stock Purchase Right granted hereunder. Such terms and conditions include,\nbut are not limited to, the exercise price, the time or times when Options or\nStock Purchase Rights may be exercised (which may be based on performance\ncriteria), any vesting acceleration or waiver of forfeiture restrictions, and\nany restriction or limitation regarding any Option or Stock Purchase Right or\nthe Common Stock relating thereto, based in each case on such factors as the\nAdministrator, in its sole discretion, shall determine;\n\n                        (vi) to determine whether and under what circumstances\nan Option may be settled in cash under subsection 9(e) instead of Common Stock;\n\n\n\n                                        4\n\n\n\n\n\n                        (vii) to reduce the exercise price of any Option to the\nthen current Fair Market Value if the Fair Market Value of the Common Stock\ncovered by such Option has declined since the date the Option was granted;\n\n                        (viii) to initiate an Option Exchange Program;\n\n                        (ix) to prescribe, amend and rescind rules and\nregulations relating to the Plan, including rules and regulations relating to\nsub-plans established for the purpose of qualifying for preferred tax treatment\nunder foreign tax laws;\n\n                        (x) to allow Optionees to satisfy withholding tax\nobligations by electing to have the Company withhold from the Shares to be\nissued upon exercise of an Option or Stock Purchase Right that number of Shares\nhaving a Fair Market Value equal to the amount required to be withheld. The Fair\nMarket Value of the Shares to be withheld shall be determined on the date that\nthe amount of tax to be withheld is to be determined. All elections by Optionees\nto have Shares withheld for this purpose shall be made in such form and under\nsuch conditions as the Administrator may deem necessary or advisable; and\n\n                        (xi) to construe and interpret the terms of the Plan and\nawards granted pursuant to the Plan.\n\n                  (c) EFFECT OF ADMINISTRATOR'S DECISION. All decisions,\ndeterminations and interpretations of the Administrator shall be final and\nbinding on all Optionees.\n\n         5. ELIGIBILITY.\n\n                  (a) Nonstatutory Stock Options and Stock Purchase Rights may\nbe granted to Service Providers. Incentive Stock Options may be granted only to\nEmployees.\n\n                  (b) Each Option shall be designated in the Option Agreement as\neither an Incentive Stock Option or a Nonstatutory Stock Option. However,\nnotwithstanding such designation, to the extent that the aggregate Fair Market\nValue of the Shares with respect to which Incentive Stock Options are\nexercisable for the first time by the Optionee during any calendar year (under\nall plans of the Company and any Parent or Subsidiary) exceeds $100,000, such\nOptions shall be treated as Nonstatutory Stock Options. For purposes of this\nSection 5(b), Incentive Stock Options shall be taken into account in the order\nin which they were granted. The Fair Market Value of the Shares shall be\ndetermined as of the time the Option with respect to such Shares is granted.\n\n                  (c) Neither the Plan nor any Option or Stock Purchase Right\nshall confer upon any Optionee any right with respect to continuing the\nOptionee's relationship as a Service Provider with the Company, nor shall it\ninterfere in any way with his or her right or the Company's right to terminate\nsuch relationship at any time, with or without cause.\n\n\n\n                                        5\n\n\n\n\n\n         6. TERM OF PLAN. The Plan shall become effective upon its adoption by\nthe Board. It shall continue in effect for a term of ten (10) years unless\nsooner terminated under Section 14 of the Plan.\n\n         7. TERM OF OPTION. The term of each Option shall be stated in the\nOption Agreement; provided, however, that the term shall be no more than ten\n(10) years from the date of grant thereof. In the case of an Incentive Stock\nOption granted to an Optionee who, at the time the Option is granted, owns stock\nrepresenting more than ten percent (10%) of the voting power of all classes of\nstock of the Company or any Parent or Subsidiary, the term of the Option shall\nbe five (5) years from the date of grant or such shorter term as may be provided\nin the Option Agreement.\n\n         8. OPTION EXERCISE PRICE AND CONSIDERATION.\n\n                  (a) The per share exercise price for the Shares to be issued\nupon exercise of an Option shall be such price as is determined by the\nAdministrator, but shall be subject to the following:\n\n                         (i) In the case of an Incentive Stock Option\n\n                                    (A) granted to an Employee who, at the time\nof grant of such Option, owns stock representing more than ten percent (10%) of\nthe voting power of all classes of stock of the Company or any Parent or\nSubsidiary, the exercise price shall be no less than 110% of the Fair Market\nValue per Share on the date of grant.\n\n                                    (B) granted to any other Employee, the per\nShare exercise price shall be no less than one hundred percent (100) % of the\nFair Market Value per Share on the date of grant.\n\n                        (ii) In the case of a Nonstatutory Stock Option\n\n                                    (A) granted to a Service Provider who, at\nthe time of grant of such Option, owns stock representing more than ten percent\n(10%) of the voting power of all classes of stock of the Company or any Parent\nor Subsidiary, the exercise price shall be no less than one hundred ten (110%)\nof the Fair Market Value per Share on the date of the grant.\n\n                                    (B) granted to any other Service Provider,\nthe per Share exercise price shall be no less than eighty five percent (85%) of\nthe Fair Market Value per Share on the date of grant.\n\n                       (iii) Notwithstanding the foregoing, Options may be\ngranted with a per Share exercise price other than as required above pursuant to\na merger or other corporate transaction.\n\n\n                  (b) The consideration to be paid for the Shares to be issued\nupon exercise of an Option, including the method of payment, shall be determined\nby the Administrator (and, in the case of an Incentive Stock Option, shall be\ndetermined at the time of grant). Such consideration may consist of \n\n\n                                        6\n\n\n\n\n\n(1) cash, (2) check, (3) promissory note, (4) other Shares which (x) in the case\nof Shares acquired upon exercise of an Option, have been owned by the Optionee\nfor more than six (6) months on the date of surrender, and (y) have a Fair\nMarket Value on the date of surrender equal to the aggregate exercise price of\nthe Shares as to which such Option shall be exercised, (5) consideration\nreceived by the Company under a cashless exercise program implemented by the\nCompany in connection with the Plan, or (6) any combination of the foregoing\nmethods of payment. In making its determination as to the type of consideration\nto accept, the Administrator shall consider if acceptance of such consideration\nmay be reasonably expected to benefit the Company.\n\n         9. EXERCISE OF OPTION.\n\n                  (a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any\nOption granted hereunder shall be exercisable according to the terms hereof at\nsuch times and under such conditions as determined by the Administrator and set\nforth in the Option Agreement, but in no case at a rate of less than 20% per\nyear over five (5) years from the date the Option is granted. Unless the\nAdministrator provides otherwise, vesting of Options granted hereunder shall be\ntolled during any unpaid leave of absence. An Option may not be exercised for a\nfraction of a Share.\n\n         An Option shall be deemed exercised when the Company receives: (i)\nwritten or electronic notice of exercise (in accordance with the Option\nAgreement) from the person entitled to exercise the Option, and (ii) full\npayment for the Shares with respect to which the Option is exercised. Full\npayment may consist of any consideration and method of payment authorized by the\nAdministrator and permitted by the Option Agreement and the Plan. Shares issued\nupon exercise of an Option shall be issued in the name of the Optionee or, if\nrequested by the Optionee, in the name of the Optionee and his or her spouse.\nUntil the Shares are issued (as evidenced by the appropriate entry on the books\nof the Company or of a duly authorized transfer agent of the Company), no right\nto vote or receive dividends or any other rights as a shareholder shall exist\nwith respect to the Shares, notwithstanding the exercise of the Option. The\nCompany shall issue (or cause to be issued) such Shares promptly after the\nOption is exercised. No adjustment will be made for a dividend or other right\nfor which the record date is prior to the date the Shares are issued, except as\nprovided in Section 12 of the Plan.\n\n         Exercise of an Option in any manner shall result in a decrease in the\nnumber of Shares thereafter available, both for purposes of the Plan and for\nsale under the Option, by the number of Shares as to which the Option is\nexercised.\n\n                  (b) TERMINATION OF RELATIONSHIP AS A SERVICE PROVIDER. If an\nOptionee ceases to be a Service Provider due to termination by the Company\nwithout Cause, such Optionee may exercise his or her Option within such period\nof time as is specified in the Option Agreement (of at least thirty (30) days)\nto the extent that the Option is vested on the date of termination (but in no\nevent later than the expiration of the term of the Option as set forth in the\nOption Agreement). If an Optionee ceases to be a Service Provider due to\ntermination by the Company for Cause, or the voluntary resignation by Optionee,\nall Options held by Optionee will expire upon such termination. In the absence\nof a specified time in the Option Agreement, the Option shall remain exercisable\nfor three (3) months following the\n\n\n\n                                        7\n\n\n\n\n\nOptionee's termination. If, on the date of termination, the Optionee is not\nvested as to his or her entire Option, the Shares covered by the unvested\nportion of the Option shall revert to the Plan. If, after termination, the\nOptionee does not exercise his or her Option within the time specified by the\nAdministrator, the Option shall terminate, and the Shares covered by such Option\nshall revert to the Plan.\n\n                  (c) DISABILITY OF OPTIONEE. If an Optionee ceases to be a\nService Provider as a result of the Optionee's Disability, the Optionee may\nexercise his or her Option within such period of time as is specified in the\nOption Agreement (of at least six (6) months) to the extent the Option is vested\non the date of termination (but in no event later than the expiration of the\nterm of such Option as set forth in the Option Agreement). In the absence of a\nspecified time in the Option Agreement, the Option shall remain exercisable for\ntwelve (12) months following the Optionee's termination. If such disability is\nnot a 'DISABILITY' as such term is defined in Section 22(e)(3) of the Code, in\nthe case of an Incentive Stock Option such Incentive Stock Option shall\nautomatically cease to be treated as an Incentive Stock Option and shall be\ntreated for tax purposes as a Nonstatutory Stock Option on the day three months\nand one day following such termination. If, on the date of termination, the\nOptionee is not vested as to his or her entire Option, the Shares covered by the\nunvested portion of the Option shall revert to the Plan. If, after termination,\nthe Optionee does not exercise his or her Option within the time specified\nherein, the Option shall terminate, and the Shares covered by such Option shall\nrevert to the Plan.\n\n                  (d) DEATH OF OPTIONEE. If an Optionee dies while a Service\nProvider, the Option may be exercised within such period of time as is specified\nin the Option Agreement (of at least six (6) months) (but in no event later than\nthe expiration of the term of such Option as set forth in the Notice of Grant),\nby the Optionee's estate or by a person who acquires the right to exercise the\nOption by bequest or inheritance, but only to the extent that the Option is\nvested on the date of death. In the absence of a specified time in the Option\nAgreement, the Option shall remain exercisable for twelve (12) months following\nthe Optionee's termination. If, at the time of death, the Optionee is not vested\nas to his or her entire Option, the Shares covered by the unvested portion of\nthe Option shall immediately revert to the Plan. The Option may be exercised by\nthe executor or administrator of the Optionee's estate or, if none, by the\nperson(s) entitled to exercise the Option under the Optionee's will or the laws\nof descent or distribution. If the Option is not so exercised within the time\nspecified herein, the Option shall terminate, and the Shares covered by such\nOption shall revert to the Plan.\n\n                  (e) BUYOUT PROVISIONS. The Administrator may at any time offer\nto buy out for a payment in cash or Shares, an Option previously granted, based\non such terms and conditions as the Administrator shall establish and\ncommunicate to the Optionee at the time that such offer is made.\n\n\n         10. NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS. Options\nand Stock Purchase Rights may not be sold, pledged, assigned, hypothecated,\ntransferred, or disposed of in any manner other than by will or by the laws of\ndescent or distribution and may be exercised, during the lifetime of the\nOptionee, only by the Optionee.\n\n\n                                        8\n\n\n\n\n         11. STOCK PURCHASE RIGHTS.\n\n                  (a) RIGHTS TO PURCHASE. Stock Purchase Rights may be issued\neither alone, in addition to, or in tandem with other awards granted under the\nPlan and\/or cash awards made outside of the Plan. After the Administrator\ndetermines that it will offer Stock Purchase Rights under the Plan, it shall\nadvise the offeree in writing or electronically of the terms, conditions and\nrestrictions related to the offer, including the number of Shares that such\nperson shall be entitled to purchase, the price to be paid, and the time within\nwhich such person must accept such offer. The terms of the offer shall comply in\nall respects with Section 260.140.42 of Title 10 of the California Code of\nRegulations. The offer shall be accepted by execution of a Restricted Stock\npurchase agreement in the form determined by the Administrator.\n\n                  (b) REPURCHASE OPTION. Unless the Administrator determines\notherwise, the Restricted Stock purchase agreement shall grant the Company a\nrepurchase option exercisable upon the voluntary or involuntary termination of\nthe purchaser's service with the Company for any reason (including death or\ndisability). The purchase price for Shares repurchased pursuant to the\nRestricted Stock purchase agreement shall be the original price paid by the\npurchaser and may be paid by cancellation of any indebtedness of the purchaser\nto the Company. The repurchase option shall lapse at such rate as the\nAdministrator may determine, but in no case at a rate of less than 20% per year\nover five years from the date of purchase.\n\n                  (c) OTHER PROVISIONS. The Restricted Stock purchase agreement\nshall contain such other terms, provisions and conditions not inconsistent with\nthe Plan as may be determined by the Administrator in its sole discretion.\n\n                  (d) RIGHTS AS A SHAREHOLDER. Once the Stock Purchase Right is\nexercised, the purchaser shall have rights equivalent to those of a shareholder\nand shall be a shareholder when his or her purchase is entered upon the records\nof the duly authorized transfer agent of the Company. No adjustment shall be\nmade for a dividend or other right for which the record date is prior to the\ndate the Stock Purchase Right is exercised, except as provided in Section 12 of\nthe Plan.\n\n         12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR ASSET SALE.\n\n                  (a) CHANGES IN CAPITALIZATION. Subject to any required action\nby the shareholders of the Company, the number of shares of Common Stock covered\nby each outstanding Option or Stock Purchase Right, and the number of shares of\nCommon Stock which have been authorized for issuance under the Plan but as to\nwhich no Options or Stock Purchase Rights have yet been granted or which have\nbeen returned to the Plan upon cancellation or expiration of an Option or Stock\nPurchase Right, as well as the price per share of Common Stock covered by each\nsuch outstanding Option or Stock Purchase Right, shall be proportionately\nadjusted for any increase or decrease in the number of issued shares of Common\nStock resulting from a stock split, reverse stock split, stock dividend,\ncombination or reclassification of the Common Stock, or any other increase or\ndecrease in the number of issued shares of Common Stock effected without receipt\nof consideration by the Company. The\n\n\n                                        9\n\n\n\n\n\nconversion of any convertible securities of the Company shall not be deemed to\nhave been 'EFFECTED WITHOUT RECEIPT OF CONSIDERATION.' Such adjustment shall be\nmade by the Board, whose determination in that respect shall be final, binding\nand conclusive. Except as expressly provided herein, no issuance by the Company\nof shares of stock of any class, or securities convertible into shares of stock\nof any class, shall affect, and no adjustment by reason thereof shall be made\nwith respect to, the number or price of shares of Common Stock subject to an\nOption or Stock Purchase Right.\n\n                  (b) DISSOLUTION OR LIQUIDATION. In the event of the proposed\ndissolution or liquidation of the Company, the Administrator shall notify each\nOptionee as soon as practicable prior to the effective date of such proposed\ntransaction. The Administrator in its discretion may provide for an Optionee to\nhave the right to exercise his or her Option until fifteen (15) days prior to\nsuch transaction as to all of the Optioned Stock covered thereby, including\nShares as to which the Option would not otherwise be exercisable. In addition,\nthe Administrator may provide that any Company repurchase option applicable to\nany Shares purchased upon exercise of an Option or Stock Purchase Right shall\nlapse as to all such Shares, provided the proposed dissolution or liquidation\ntakes place at the time and in the manner contemplated. To the extent it has not\nbeen previously exercised, an Option or Stock Purchase Right will terminate\nimmediately prior to the consummation of such proposed action.\n\n                  (c) MERGER OR ASSET SALE. In the event of a merger of the\nCompany with or into another corporation, or the sale of substantially all of\nthe assets of the Company, each outstanding Option and Stock Purchase Right\nshall be assumed or an equivalent option or right substituted by the successor\ncorporation or a Parent or Subsidiary of the successor corporation. In the event\nthat the successor corporation refuses to assume or substitute for the Option or\nStock Purchase Right, the Optionee shall fully vest in and have the right to\nexercise the Option or Stock Purchase Right as to all of the Optioned Stock,\nincluding Shares as to which it would not otherwise be vested or exercisable. If\nan Option or Stock Purchase Right becomes fully vested and exercisable in lieu\nof assumption or substitution in the event of a merger or sale of assets, the\nAdministrator shall notify the Optionee in writing or electronically that the\nOption or Stock Purchase Right shall be fully exercisable for a period of\nfifteen (15) days from the date of such notice, and the Option or Stock Purchase\nRight shall terminate upon the expiration of such period. For the purposes of\nthis paragraph, the Option or Stock Purchase Right shall be considered assumed\nif, following the merger or sale of assets, the option or right confers the\nright to purchase or receive, for each Share of Optioned Stock subject to the\nOption or Stock Purchase Right immediately prior to the merger or sale of\nassets, the consideration (whether stock, cash, or other securities or property)\nreceived in the merger or sale of assets by holders of Common Stock for each\nShare held on the effective date of the transaction (and if holders were offered\na choice of consideration, the type of consideration chosen by the holders of a\nmajority of the outstanding Shares); provided, however, that if such\nconsideration received in the merger or sale of assets is not solely common\nstock of the successor corporation or its Parent, the Administrator may, with\nthe consent of the successor corporation, provide for the consideration to be\nreceived upon the exercise of the Option or Stock Purchase Right, for each Share\nof Optioned Stock subject to the Option or Stock Purchase Right, to be solely\ncommon stock of the successor corporation or its Parent equal in fair market\nvalue to the per share consideration received by holders of Common Stock in the\nmerger or sale of assets.\n\n\n                                       10\n\n\n\n\n         13. TIME OF GRANTING OPTIONS AND STOCK PURCHASE RIGHTS. The date of\ngrant of an Option or Stock Purchase Right shall, for all purposes, be the date\non which the Administrator makes the determination granting such Option or Stock\nPurchase Right, or such other date as is determined by the Administrator. Notice\nof the determination shall be given to each Employee or Consultant to whom an\nOption or Stock Purchase Right is so granted within a reasonable time after the\ndate of such grant.\n\n         14. AMENDMENT AND TERMINATION OF THE PLAN.\n\n                  (a) AMENDMENT AND TERMINATION. The Board may at any time\namend, alter, suspend or terminate the Plan.\n\n                  (b) SHAREHOLDER APPROVAL. The Board shall obtain shareholder\napproval of any Plan amendment to the extent necessary and desirable to comply\nwith Applicable Laws.\n\n                  (c) EFFECT OF AMENDMENT OR TERMINATION. No amendment,\nalteration, suspension or termination of the Plan shall impair the rights of any\nOptionee, unless mutually agreed otherwise between the Optionee and the\nAdministrator, which agreement must be in writing and signed by the Optionee and\nthe Company. Termination of the Plan shall not affect the Administrator's\nability to exercise the powers granted to it hereunder with respect to Options\ngranted under the Plan prior to the date of such termination.\n\n         15. CONDITIONS UPON ISSUANCE OF SHARES.\n\n                  (a) LEGAL COMPLIANCE. Shares shall not be issued pursuant to\nthe exercise of an Option unless the exercise of such Option and the issuance\nand delivery of such Shares shall comply with Applicable Laws and shall be\nfurther subject to the approval of counsel for the Company with respect to such\ncompliance.\n\n                  (b) INVESTMENT REPRESENTATIONS. As a condition to the exercise\nof an Option, the Administrator may require the person exercising such Option to\nrepresent and warrant at the time of any such exercise that the Shares are being\npurchased only for investment and without any present intention to sell or\ndistribute such Shares if, in the opinion of counsel for the Company, such a\nrepresentation is required.\n\n\n         16. INABILITY TO OBTAIN AUTHORITY. The inability of the Company to\nobtain authority from any regulatory body having jurisdiction, which authority\nis deemed by the Company's counsel to be necessary to the lawful issuance and\nsale of any Shares hereunder, shall relieve the Company of any liability in\nrespect of the failure to issue or sell such Shares as to which such requisite\nauthority shall not have been obtained.\n\n\n\n                                       11\n\n\n\n\n         17. RESERVATION OF SHARES. The Company, during the term of this Plan,\nshall at all times reserve and keep available such number of Shares as shall be\nsufficient to satisfy the requirements of the Plan.\n\n         18. SHAREHOLDER APPROVAL. The Plan shall be subject to approval by the\nshareholders of the Company within twelve (12) months after the date the Plan is\nadopted. Such shareholder approval shall be obtained in the degree and manner\nrequired under Applicable Laws.\n\n         19. INFORMATION TO OPTIONEES AND PURCHASERS. The Company shall provide\nto each Optionee and to each individual who acquires Shares pursuant to the\nPlan, not less frequently than annually during the period such Optionee or\npurchaser has one or more Options or Stock Purchase Rights outstanding, and, in\nthe case of an individual who acquires Shares pursuant to the Plan, during the\nperiod such individual owns such Shares, copies of annual financial statements.\nThe Company shall not be required to provide such statements to (i) key\nemployees whose duties in connection with the Company assure their access to\nequivalent information, or (ii) Optionee's who are no longer Service Providers.\n\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":[7276],"corporate_contracts_industries":[9501],"corporate_contracts_types":[9539,9545],"class_list":["post-38366","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-dean---deluca-inc","corporate_contracts_industries-retail__misc","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\/38366","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=38366"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38366"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38366"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38366"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}