{"id":38369,"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-z-i-imaging-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-stock-option-plan-z-i-imaging-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-stock-option-plan-z-i-imaging-corp.html","title":{"rendered":"1999 Stock Option Plan &#8211; Z\/I Imaging Corp."},"content":{"rendered":"<pre>                       Z\/I IMAGING CORPORATION\n                       1999 STOCK OPTION PLAN\n                          October 27, 1999\n\n                         ARTICLE I: Purpose\n\n     The purposes of the Z\/I Imaging Corporation Stock Option Plan\nare (i) to align the interests of the Company's shareholders and\nrecipients of Options under the Plan by increasing the proprietary\ninterest of such recipients in the Company's growth and success and\n(ii) to advance the interests of the Company by attracting and\nretaining well-qualified persons by providing such persons with\nperformance-related incentives.\n\n                       ARTICLE II: Definitions\n\n     For purposes of the Plan, the following terms shall have the\nfollowing meanings:\n\n     \"Affiliate\" shall mean any corporation, partnership or any\nother entity in which the Company owns, directly or indirectly, at\nleast a ten percent (10%) beneficial interest or any individual,\ncorporation, partnership or any other entity which owns, directly or\nindirectly, at least a five percent (5%) beneficial interest in the\nCompany.\n\n     \"Board\" shall mean the Board of Directors of the Company or a\nCommittee appointed by the Board of Directors of the Company.\n\n     \"Cause\" shall mean (i) dishonesty, (ii) theft, (iii) fraud,\n(iv) embezzlement, (v) commission of a felony or a crime involving\nmoral turpitude, (vi) substantial dependence or addiction to alcohol\nor any drug, (vii) conduct disloyal to the Company or its\naffiliates, or (viii) willful dereliction of duties or disregard of\nlawful instructions or directions of the officers or directors of\nthe Company or its affiliates relating to a material matter.\n\n     \"Change in Control\" shall mean (a) the acquisition of the power\nto direct, or cause the direction of, the management and policies of\nthe Company by a person (not previously possessing such power),\nacting alone or in conjunction with others, whether through the\nownership of Common Stock, by contract or otherwise, or (b) the\nacquisition, directly or indirectly, of the power to vote more than\n50% of the outstanding Common Stock by any person or by two or more\npersons acting together.  For purposes of this definition, (1) the\nterm \"person\" means a natural person, corporation, partnership,\njoint venture, trust, government or instrumentality of a government,\nand (2) customary agreements with or between underwriters and\nselling group members with respect to a bona fide public offering of\nCommon Stock shall be disregarded.\n\n     \"Code\" shall mean the Internal Revenue Code of 1986, as\namended, or any successor legislation.\n\n     \"Committee\" shall mean the members of the Board, or a committee\nappointed by the Board to administer this Plan, such committee to at\nall times shall consist of two or more members of the Board.  The\nBoard may from time to time remove members from, or add members to,\nthe Committee.  Vacancies on the Committee shall be filled by the\nBoard.  The Committee shall select one of its members as Chairman\nand shall hold meetings at such times and places as it may\ndetermine.\n\n     \"Common Stock\" shall mean the common stock, $.01 par value per\nshare, of the Company.\n\n     \"Company\" shall mean Z\/I Imaging Corporation, a Delaware\ncorporation, and its wholly owned subsidiaries.\n\n     \"Disability\" shall mean the permanent and total inability, by\nreason of physical or mental infirmity, or both, of a Participant to\nperform the work customarily assigned to him by the Company.  The\ndetermination of the existence or nonexistence of Disability shall\nbe made by the Board pursuant to a medical examination by a medical\ndoctor selected or approved by the Board.\n\n     \"Eligible Person\" shall mean any Person eligible to participate\nin the Plan pursuant to Article III of the Plan.\n\n     \"Exchange Act\" shall mean the Securities Exchange Act of 1934.\n\n     \"Fair Market Value\" shall mean the fair market value of a share\nof Common Stock as determined in good faith by the Board, using such\nmethodology as it in its sole discretion may deem appropriate, or,\nif at any time the Common Stock is publicly traded on any exchange\nor any over-the-counter market, the average of the bid and asked\nprice on the date of determination for a share of Common Stock as\nreported by the Wall Street Journal, or, if the Wall Street Journal\ndoes not report such closing price, such price as reported by a\nnewspaper or trade journal selected by the Board, shall be the fair\nmarket value of a share of Common Stock.\n\n     \"ISO\" shall mean an Option granted under this Plan to purchase\nCommon Stock which is intended by the Company to satisfy the\nrequirements of Code Section 422.\n\n     \"Non-ISO\" shall mean an Option granted under this Plan to\npurchase Common Stock which is not intended by the Company to\nsatisfy the requirements of Code Section 422.\n\n     \"Option\" shall mean an ISO or a Non-ISO granted pursuant to\nArticle VII hereof.\n\n     \"Participant\" shall mean any Person to whom an Option has been\ngranted pursuant to this plan.\n\n     \"Person\" shall mean any individual, corporation, general or\nlimited partnership, limited liability company or other entity.\n\n     \"Plan\" shall mean this Z\/I Imaging Corporation 1999 Stock\nOption Plan, as amended from time to time.\n\n     \"Retirement\" shall mean termination of employment under the\nterms of the Company's then current retirement program.\n\n     \"Rule 16b-3\" shall mean Rule 16b-3 promulgated under Section\n16(b) of the Exchange Act or any successor to such rule.\n\n     \"Ten Percent Shareholder\" shall mean any Person who,\nimmediately prior to the time an Option is granted to such Person\npursuant to the Plan, directly or indirectly owns Common Stock\npossessing more than ten percent (10%) of the total combined voting\npower of all classes of stock of the Company.  For purposes of this\nPlan, an individual shall be treated as owning any Common Stock\nwhich is owned by such individual's brothers and sisters (whether by\nthe whole or half blood), spouse, ancestors and lineal descendants,\nand stock owned directly or indirectly by or for a corporation,\npartnership, trust or estate shall be considered as being owned\nproportionately by or for its shareholders, partners, or\nbeneficiaries.  Stock available for purchase pursuant to an Option,\nhowever, shall not be treated as owned for purposes of this\nparagraph.\n\n             ARTICLE III: Eligibility and Participation\n\n     Employees of the Company who, in the judgment of the Board, are\nresponsible for or contribute to the management, growth and\/or\nprofitability of the business of the Company are eligible to be\ngranted Options under the Plan.  Participants shall be selected from\ntime to time by the Board, in its sole discretion, from among those\neligible, and the Board shall determine, in its sole discretion, the\nnumber of shares of Common Stock subject to an Option.\n\n                    ARTICLE IV: Shares Available\n\n     Section 4.1  Number; Limitations.  The total number of shares\nof Common Stock subject to issuance under the Plan may not exceed\n10% of the authorized share capital, subject to adjustment as\nprovided by Section 4.3.  The shares to be delivered under the Plan\nmay consist, in whole or in part, of authorized but unissued shares\nof Common Stock or treasury Common Stock not reserved for any other\npurpose.\n\n     Section 4.2  Unused Stock.  In the event any shares of Common\nStock are subject to an Option which, for any reason, expires,\nterminates or, with the consent of the Participant, is canceled as\nto such shares, such Common Stock may again be made available for\nissuance under the Plan.\n\n     Section 4.3  Adjustment Provisions.  In the event of any stock\nsplit, stock dividend, recapitalization, reorganization, merger,\nconsolidation, combination, exchange of shares, liquidation, spin-\noff or other similar change in capitalization, or any distribution\nto holders of Common Stock other than a cash dividend, the number\nand class of shares available under the Plan, the number and class\nof shares subject to each outstanding Option and the purchase price\nper share, and the number and class of shares subject to each other\noutstanding Option shall be appropriately adjusted by the Committee,\nsuch adjustments to be made without a change in the aggregate\npurchase price or reference price set forth in the agreements or\nother documents describing such Options.\n                                  \n                      ARTICLE V: Effective Date\n\n     The effective date of this Plan shall be the date it is adopted\nby the Board, provided that the shareholders of the Company shall\napprove this Plan in accordance with Rule 16b-3 and, to the extent\nthis Plan provides for the issuance of ISOs, the shareholders of the\nCompany shall approve those portions of this Plan related to the\ngranting of ISOs within twelve (12) months after the date of\nadoption.  If any Options are granted under the Plan before the date\nof such shareholder approval, such Options automatically shall be\ngranted subject to such approval.\n\n                     ARTICLE VI: Administration\n\n     Section 6.1  Administration and Interpretation.  This Plan\nshall be administered by the Board.  The Board acting in its\nabsolute discretion shall exercise such powers and take such action\nas expressly called for under this Plan and, further, the Board\nshall have the power to interpret this Plan and (in the event that\nthe Company becomes subject to the reporting requirements of Section\n16(b) of the Exchange Act, subject to Rule 16b-3) to take such other\naction in the administration and operation of this Plan as the Board\ndeems equitable under the circumstances, which action shall be\nbinding on the Company, on each affected Participant, and on each\nother person directly or indirectly affected by such action.\n\n     Each member of the Committee and each member of the Board shall\nbe fully justified in relying or acting in good faith upon any\nreport made by the independent public accountants of the Company and\nupon any other information furnished in connection with the Plan by\nany person or persons other than such member.  In no event shall any\nperson who is or has been a member of the Committee or of the Board\nbe liable for any determination made or other action taken by him or\nany failure by him to act in reliance upon any such report or\ninformation, if in good faith.\n\n     Neither the Board nor any member thereof shall be liable for\nany act, omission, interpretation, construction or determination\nmade in connection with the Plan in good faith, and the members of\nthe Board may be entitled to indemnification and reimbursement by\nthe Company in respect of any claim, loss, damage or expense\n(including attorney's fees) arising therefrom to the full extent\npermitted by law and under any directors' and officers' liability\ninsurance that may be in effect from time to time, in all events as\na majority of the Board then in office may determine from time to\ntime, as evidenced by a written resolution thereof.  In addition, no\nmember of the Board and no employee of the Company shall be liable\nfor any act or failure to act, by any other member or other\nemployee, or by any agent, to whom duties in connection with the\nadministration of this Plan have been delegated, or for any act or\nfailure to act by such member or employee, except in circumstances\ninvolving such member's or employee's bad faith, gross negligence,\nintentional fraud or violation of a statute.\n\n     Section 6.2  Options.  The Board shall have full authority,\nconsistent with the terms of the Plan, to grant Options, and other\nstock-based awards to Eligible Persons.  In particular, and without\nlimitation, the Board shall have the authority:\n\n     (a)  to select the Participants to whom Options may from time\nto time be granted hereunder;\n\n     (b)  to determine the types of Options, and combinations\nthereof, to be granted hereunder to Eligible Persons;\n\n     (c)  to determine the number of shares of Common Stock to be\ncovered by each Option granted hereunder;\n\n     (d)  to determine the terms and conditions, not inconsistent\nwith the terms of this Plan, of any Option granted hereunder\n(including, but not limited to, any restriction or limitation on\nexercise or transfer, any vesting schedule or acceleration thereof,\nor any forfeiture provisions or waiver thereof, regarding any Option\nand the shares of Common Stock relating thereto, based on such\nfactors as the Board shall determine in its sole discretion);\n\n     (e)  to determine whether Common Stock and other amounts\npayable with respect to an Option under the Plan shall be deferred\neither automatically or at the election of the Participant; and\n\n     (f)  to modify or waive any restrictions or limitations\ncontained in, and grant extensions to or accelerate the vesting of,\nany outstanding Options as long as such modifications, waivers,\nextensions or accelerations are consistent with the terms of this\nPlan; but no such changes shall impair the rights of any Participant\nwithout his or her consent.\n\n     An Option shall be evidenced by written agreements between the\nCompany and the Participant to whom the Option is granted and no\nsuch Option shall be valid until so evidenced.\n\n                     ARTICLE VII: Stock Options\n\n     Section 7.1  Grants.  Options shall be either ISOs or Non-ISOs.\nThe Board shall have the authority to grant to any Eligible Person\none or more ISOs or Non-ISOs.  With respect to Options granted under\nthis Plan, if the Fair Market Value (determined at the date of\ngrant) of Common Stock with respect to which ISOs may become\nexercisable for the first time in any calendar year by any\nParticipant is greater than $100,000, then any such Options in\nexcess of such amount, if any, shall constitute Non-ISOs and shall\nnot be ISOs.\n\n     Section 7.2  Terms of Options.  Options granted under this Plan\nshall be subject to the following terms and conditions and shall be\nin such form and contain such additional terms and conditions, not\ninconsistent with the terms of this Plan, as the Board shall deem\ndesirable:\n\n     (a)  Exercise Price.  The exercise price per share of Common\nStock purchasable under an Option shall be determined by the\nCommittee at the time of grant, provided that no ISO shall have an\nexercise price less than 100% of the Fair Market Value of the Common\nStock on the date such Option is granted, and, provided further,\nthat no ISO which is granted to a Ten Percent Shareholder shall have\nan exercise price that is less than 110% of the Fair Market Value of\nthe Common Stock on the date such ISO is granted.\n\n     (b)  Option Term. The term of each Option shall be fixed by the\nBoard, but no Option shall be exercisable more than ten (10) years\nafter the date the Option is granted, and no ISO which is granted to\na Ten Percent Shareholder shall be exercisable more than five (5)\nyears after the date the Option is granted.\n\n     (c)  Vesting and Exercisability.  Except as provided in Article\nVI and X hereof, all Options granted under this Plan shall vest over\na three (3) year period, with twenty-five percent (25%) of the\nshares subject to each such Option grant to become first exercisable\nafter eighteen months of the date the Option is granted, and an\nadditional twenty five percent (25%) of the shares subject to each\nsuch Option to become exercisable at twenty-four months, thirty\nmonths and thirty-six months thereafter.  In the event of a Sale or\nMerger (as defined in Section 10.1 hereof) or Change in Control, in\nany such event to other than Carl Zeiss or Intergraph Corporation,\nall Options granted under this Plan shall become fully vested and\nexercisable prior to the effective time of such Sale, Merger, or\nChange in Control.\n\n     (d)  Exercisability Upon Termination.  In the event of the\ntermination of a Participant's employment with the Company, the\nrights under any then outstanding Option granted pursuant to the\nPlan shall terminate upon the earlier of the expiration date of the\nOption and (i) in the event of death, Disability or Retirement,\nsixty (60) days after such date of termination, or (ii), in the\nevent of termination for any reason other than death, Disability or\nRetirement, sixty (60) days after such date of termination.\n\n     (e)  Method of Exercise.  An Option may be exercised (i) by\ngiving written notice to the Company specifying the number of whole\nshares of Common Stock to be purchased with the purchase price\ntherefor to be payable in full either (A) in cash (B) in previously\nowned whole shares of Common Stock (for which the holder of the\nOption has good title free and clear of all liens and encumbrances)\nwith their Fair Market Value determined as of the date of exercise,\n(C) with respect to Non-ISOs, by authorizing the Company to retain\nwhole shares of Common Stock which would otherwise be issuable upon\nexercise of the Option with their Fair Market Value determined as of\nthe date of exercise, or (D) a combination of (A), (B) and (C), in\neach case to the extent determined by the Board at the time of grant\nof the Option, and (ii) by executing such documents as the Company\nmay reasonably request.  No shares of Common Stock shall be issued\nuntil the full purchase price has been paid.\n\n     Section 7.3  Option Agreement.  As determined by the Board on\nthe date of grant, each Option shall be evidenced by a written\noption agreement, substantially in the form attached hereto as\nExhibit A, that shall specify, among other things, the type of\nOption granted, the Option price, the duration of the Option, and\nthe number of shares of Common Stock to which the Option pertains.\nThe Option Agreement shall set forth the schedule on which such\nOptions become exercisable.\n\n           ARTICLE VIII: Buy-Sell Provisions; Restrictions\n                     on Transfer of Common Stock\n\n     Section 8.1 Buy-Sell Provisions.  In the event that a\nParticipant's employment with the Company is terminated, the Company\nshall have the right and option to repurchase all of the shares of\nCommon Stock then held by the Participant which were acquired\npursuant to Options granted under this Plan in accordance with the\nterms and conditions set forth below.\n\n     (a)  Termination Due to Death, Disability, or Retirement.\n\n          (i)  In the event the employment of a Participant is\nterminated by reason of death, Disability or Retirement, the\nParticipant or his or her estate or legatee, as the case may be,\nshall have the right and option, but not the obligation, to demand\nthat the Company repurchase all, but not less than all, of the\nshares of Common Stock then held by the Participant which were\nacquired pursuant to Options granted under this Plan; provided,\nhowever, that in the event that the Common Stock becomes publicly\ntraded, any Common Stock then held by such Participant shall not be\nsubject to the provisions of this Section 8.1. Such right and option\nshall be exercisable for a period of sixty (60) days from the date\nthe Option expires as set forth in Section 7.2(d) hereof.\n\n          (ii) The purchase price to be paid by the Company for each\nof the shares of Common Stock subject to this Section 8.1 shall be\nthe Fair Market Value of such shares of Common Stock on the date of\ntermination, or, in the case of Options which are exercised\nfollowing the date of termination the date of exercise of the Option\nby the Participant or his or her estate or legatee, as the case may\nbe.\n\n          (iii)     The closing of the purchase by the Company, if\nany, shall take place at the principal office of the Company on a\ndate designated by the Company.  The designated date shall not be\nmore than sixty (60) days after the date on which the Participant or\nhis or her estate or legatee, as the case may be, exercises its\noption to sell the shares of Common Stock owned by the Participant\npursuant to Section 8.1(a)(i) above, unless the purchase price for\nthe Common Stock has not yet been determined, in which case the\nclosing shall occur not more than sixty (60) days following the\ndetermination of such purchase price.  At closing, the Participant\nor the Participant's legal representative shall relinquish all\nfurther right, title, and interest in the Common Stock owned by the\nParticipant and shall surrender and deliver to the Company all of\nthe certificates representing the Common Stock owned by the\nParticipant, with appropriate endorsement thereon or duly executed\nstock powers.  All Common Stock sold to the Company shall be free\nfrom liens, options, or encumbrances of any kind.\n\n          (iv) The full amount of the purchase price shall be paid,\nby Company check, at the closing.\n\n     (b)  Termination Other Than for Death, Disability, or\nRetirement.\n\n          (i)  If the employment of the Participant shall terminate\nfor any reason other than death, Disability, or Retirement, the\nCompany shall have the right and option to repurchase all, but not\nless than all, of the shares of Common Stock then held by the\nParticipant that were acquired pursuant to Options granted under\nthis Plan; provided, however, that in the event that the Common\nStock becomes publicly traded, any Common Stock then held by such\nParticipant shall not be subject to the provisions of this Section\n8.1. Such right and option shall be exercisable for a period of one\nhundred and eighty (180) days following the date of termination,\nexcept, in the case of shares subject to the exercise of Options,\nsuch one hundred and eighty (180) day period shall commence after\nthe expiration of the Option as set forth in Section 7.2(d) hereof.\n\n          (ii) In the event of Participant's voluntary termination\nor in the event Participant's employment is terminated by the\nCompany for Cause, the purchase price to be paid by the Company for\neach of the shares of Common Stock of the Participant subject to\nthis Section 8.1 shall be the purchase price actually paid by such\nParticipant for such shares of Common Stock.  In the event\nParticipant's employment is terminated by the Company without Cause,\nthe purchase price to be paid by the Company for each of the shares\nof Common Stock of the Participant subject to this Section 8.1 shall\nbe the Fair Market Value of such shares of Common Stock on the date\nof termination.\n\n          (iii)     The closing of the purchase by the Company, if\nany, shall take place at the principal office of the Company on a\ndate designated by the Company.  The designated date shall not be\nmore than thirty (30) days after the date on which the Company\nexercises its option described in Section 8.1(b)(ii) above, unless\nthe purchase price for the Common Stock has not yet been determined,\nin which case the closing shall occur not more than thirty (30) days\nfollowing the determination of such purchase price.  At closing, the\nParticipant or the Participant's legal representative shall\nrelinquish all further right, title and interest in and to the\nCommon Stock and shall surrender and deliver to the Company all of\nhis certificates representing Common Stock, with appropriate\nendorsement thereon or daily executed stock powers. All Common Stock\nsold to the Company shall be free from liens, options, or\nencumbrances of any kind.\n\n          (iv) Payment of the purchase price shall be made by check\nin the amount of twenty-five percent (25%) of the purchase price,\nand a promissory note of the Company in the amount of the remainder\nof the purchase price. Such note shall be payable in four (4) equal\nannual installments of principal, commencing on the first\nanniversary of the event causing the repurchase, and such note shall\nbear interest payable annually at a fixed rate equal to seventy-five\npercent (75%) of the prime lending rate as reported in the Money\nRates section of The Wall Street Journal on the date of closing.\nSuch note shall give the Company the right, at any time and from\ntime to time, to prepay any or all of the outstanding balance,\nwithout penalty.\n\n     (c)  Buyout and Settlement Provisions.  In addition to the\nprovisions discussed above, the Board may at any time offer to buy\nout an Option previously granted, based on such terms and conditions\nas the Board shall establish and communicate to the Participant at\nthe time such offer is made.\n\n     Section 8.2  Restrictions on Transfer.  In addition to the\nprovisions set forth in Section 8.1 above, the Board shall impose\nsuch restrictions on any shares of Common Stock acquired pursuant to\nOptions under the Plan as it may deem advisable, including, without\nlimitation, the right of first refusal described below, restrictions\nunder applicable federal securities law, restrictions imposed by any\nstock exchange upon which such shares of Common Stock are then\nlisted, and restrictions under any blue sky or state securities laws\napplicable to such shares.\n\n\n     For so long as the Common Stock is not publicly traded on any\nexchange or any over-the-counter market, if at any time during a\nParticipant's lifetime, following the acquisition of Common Stock\npursuant to an Option granted under this Plan, the Participant shall\ndesire to sell all or any part of the shares acquired by Participant\npursuant to such Option, the Participant may sell the same only\nafter offering it to the Company in the following manner:\n\n     (a)  The Participant shall serve notice upon the Company\nstating that the Participant has received a bona fide offer for the\nsale of shares of the Common Stock and setting forth the following\ninformation: (i) the number of shares of the Participant's Common\nStock proposed to be sold; (ii) the name and address of the person\noffering to purchase such Common Stock; and (iii) the sale price and\nterms of payment of such sale.  Such notice shall also contain an\noffer by the Participant to sell such shares of the Common Stock to\nthe Company at the price offered by such bona fide offeror.\n\n     (b)  For a period of thirty (30) days after receipt of such\nnotice, the Company shall have the right and option to purchase all\nor a portion of the shares of Common Stock so offered.  If the\nCompany fails to exercise such option with respect to all or a\nportion of such shares of Common Stock, subject to applicable legal\nrestrictions (including restrictions affecting the resale of such\nshares), the Participant shall be free to sell such remaining shares\nof Common Stock to the person named in the aforesaid notice at a\nprice and upon the terms and conditions set forth in such notice;\nprovided, however, that such disposition shall be made within thirty\n(30) days following the termination of the option of the Company to\npurchase such shares of Common Stock.\n\n                ARTICLE IX: Termination or Amendment\n\n     This Plan may be amended by the Board from time to time to the\nextent that the Board deems necessary or appropriate; provided,\nhowever, that no amendment shall be made which would impair the\nrights of a Participant with respect to Options theretofore granted\nor which would impair the value of such Options, without such\nParticipant's consent; and, provided further, that (a) no such\namendment shall be made absent the approval of the shareholders of\nthe Company as required under Section 422 of the Code, as may be\namended from time to time, (1) to increase the number of shares of\nCommon Stock reserved under Section 4.1, or (2) to change the class\nof employees eligible for Options under Article III hereof, (b) at\nsuch time as the Company becomes subject to the reporting\nrequirements of the Exchange Act, if and to the extent of any\nrestriction relating thereto in Rule 16b-3 or any other provision of\nthe Exchange Act, the Board shall not amend this Plan absent the\napproval of the shareholders of the Company (1) to increase\nmaterially the benefits accruing to a Participant under the Plan,\n(2) to increase materially the number of securities which may be\nissued under the Plan, or (3) otherwise modify materially the\nrequirements as to eligibility for participation in the Plan, and\n(c) no provision of this Plan shall be amended more than once every\nsix months if amending such provision would result in the loss of an\nexemption under Rule 16b-3.  Any amendment which specifically\napplies to Non-ISOs shall not require shareholder approval unless\nsuch approval is necessary to comply with Section 16 of the Exchange\nAct.  The Board also may suspend the granting of Options under this\nPlan at any time and may terminate this Plan at any time; provided,\nhowever, the Board shall not have the right unilaterally to modify,\namend or cancel any Option granted before such suspension or\ntermination unless (1) the Participant consents in writing to such\nmodification, amendment or cancellation or (2) there is a\ndissolution or liquidation of the Company or a transaction described\nin Section 4.3 or Article X of this Plan.\n\n           ARTICLE X: Sale or Merger or Change in Control\n\n     Section 10.1  Sale or Merger.  If the Company agrees to sell\nall or substantially all of its assets for cash or property or for a\ncombination of cash and property or agrees to any merger,\nconsolidation, reorganization, division or other corporate\ntransaction in which Common Stock is converted into another security\nor into the right to receive securities or property (respectively,\n\"Sale\" or \"Merger\") and such agreement does not provide for the\nassumption or substitution of Options, each Option may, subject to\nSection 7.2(c) hereof, at the direction and discretion of the Board,\nbe (a) canceled unilaterally by the Company (subject to such\nconditions, if any, as the Board deems appropriate under the\ncircumstances) in exchange for whole shares of Common Stock (and\ncash in lieu of a fractional share), the number of which, if any,\nshall be determined by the Board on a date set by the Board for this\npurpose based upon the value of such Options as determined in good\nfaith by the Board using such methodology as it in its sole\ndiscretion may deem appropriate, or (b) canceled unilaterally by the\nCompany if the Option Price equals or exceeds the Fair market Value\nof a share of Common Stock on such date.\n\n     Section 10.2  Change in Control. If there is a Change in\nControl of the Company or a tender or exchange offer is made for\nCommon Stock other than by the Company, subject to Section 7.2(c)\nhereof, the Board thereafter shall have the right to take such\naction with respect to any outstanding Options as the Board deems\nappropriate under the circumstances to protect the interest of the\nCompany in maintaining the integrity of such Options under this\nPlan, including following the procedures set forth in Section 10.1\nfor a sale or merger of the Company.  The Board shall have the right\nto take different action under this Section 10.2 with respect to\ndifferent Participants or different groups of Participants, as the\nBoard deems appropriate under the circumstances.  In no event,\nhowever, shall the Board take any action under this Section 10.2\nwhich would impair the value of such Options, without the affected\nParticipant's consent.\n\n                  ARTICLE XI: Duration of the Plan\n\n     No Option shall be granted under this Plan on or after the\nearlier of:\n\n     (a)  the tenth anniversary of the effective date of this Plan\n(as determined under Article V of this Plan), in which event this\nPlan thereafter shall continue in effect until all outstanding\nOptions have been exercised in full and\/or became fully vested or no\nlonger are exercisable; or\n\n     (b)  the date on which all of the Common Stock reserved under\nSection 4.1 of this Plan has (as a result of the exercise and\/or\nvesting of Options granted under this Plan) been issued or no longer\nis available for use under this Plan, in which event this Plan also\nshall terminate on such date.\n\n                   ARTICLE XII: General Provisions\n\n     Section 12.1  Unfunded Status of Plan.  This Plan is intended\nto be unfunded.  With respect to any payments as to which a\nParticipant has a fixed and vested interest but which are not yet\nmade to a Participant by the Company, nothing contained herein shall\ngive any such Participant any rights that are greater than those of\na general creditor of the Company.\n\n     Section 12.2  No Right to Employment.  Neither this Plan nor\nthe grant of any Option hereunder shall give any employee of the\nCompany any right with respect to continuance of employment by the\nCompany, nor shall this Plan or the grant of an Option hereunder be\na limitation in any way on the right of the Company by which an\nemployee is employed to terminate his or her employment at any time.\n\n     Section 12.3  Use of Proceeds.  The proceeds received by the\nCompany from the sale of Common Stock pursuant to the exercise of\nOptions under the Plan shall be added to the Company's general funds\nand used for general corporate purposes.\n\n     Section 12.4  Other Plans.  In no event shall the value of, or\nincome arising from, any Options under this Plan be treated as\ncompensation for purposes of any pension, profit sharing, life\ninsurance, disability or any other retirement or welfare benefit\nplan now maintained or hereafter adopted by the Company, unless such\nplan specifically provides to the contrary.\n\n     Section 12.5  Section 16.  It is intended that the Plan and any\nOptions granted to a person subject to Section 16 of the Exchange\nAct meet all of the requirements of Rule 16b-3.  If any provision of\nthe Plan or any Option grant would disqualify the Plan or such\nOption, or would otherwise not comply with Rule 16b-3, such\nprovision or Option shall be construed or deemed amended to conform\nto Rule 16b-3.\n\n     Section 12.6  No Restriction on Right of Company to Effect\nCorporate Changes.  Nothing in the Plan shall affect the right or\npower of the Company or its shareholders to make or authorize any\nadjustments, recapitalizations, reorganizations or other changes in\nthe Company's capital structure or its business, or any merger or\nconsolidation of the Company, or any issue of stock or of options,\nwarrants or rights to purchase stock or of bonds, debentures,\npreferred or prior preference stocks whose rights are superior to or\naffect the Common Stock or the rights thereof or which are\nconvertible into or exchangeable for Common Stock, or the\ndissolution or liquidation of the Company, or any sale or transfer\nof all or any part of its assets or business, or any other corporate\nact or proceeding, whether of a similar character or otherwise.\n\n     Section 12.7  Withholding of Taxes.  As a condition to the\ngrant of an Option, the vesting of any Option or the lapse of any\nrestrictions pertaining thereto, the Company may, in the discretion\nof the Board, require the Participant to pay such sum to the Company\nas may be necessary to discharge the Company's obligations with\nrespect to any taxes, assessments or other governmental charges\nimposed on property or income received by a Participant pursuant to\nthe Plan.  In the discretion of the Board, such payment may be in\nthe form of cash or other property.  In the discretion of the Board,\nthe Company may (i) make available for delivery a lesser number of\nshares, in satisfaction of such taxes, assessments or other\ngovernmental charges, or (ii) deduct or withhold from any payment or\ndistribution to a Participant whether or not pursuant to the Plan;\nprovided, however, that notwithstanding any of the above, the\nParticipant ultimately shall be responsible for the payment of taxes\nwith respect to Options granted under this Plan.\n\n     Section 12.8  Shareholder Rights.  A Participant shall have no\nrights as a shareholder with respect to any shares issued or\nissuable with respect to an Option until a certificate or\ncertificates evidencing such shares shall have been issued to or for\nthe benefit of such Participant, and no adjustment shall be made for\ndividends or distributions or other rights in respect of any share\nfor which the record date is prior to the date upon which the\nParticipant shall become the holder of record thereof.\n\n     Section 12.9  No Assignment of Benefits.  No Option or other\nbenefit payable under this Plan shall, except as otherwise\nspecifically provided by this Plan or by law, be transferable in any\nmanner other than by will or the laws of descent and distribution,\nand any attempt to transfer any such benefit shall be void.  Options\nmay only be exercised or settled during the Participant's lifetime\nby the Participant or his or her guardian, conservator or other\nlegal representative.  Options or other benefits payable under this\nPlan shall not in any manner be subject to the debts, contracts,\nliabilities, engagements or torts of any person who shall be\nentitled to such benefit, nor shall it be subject to attachment or\nlegal process for or against such person.\n\n\n     Section 12.10  Governing Law.  This Plan and actions taken in\nconnection herewith shall be governed and construed in accordance\nwith the laws of the State of Delaware (without regard to applicable\nDelaware principles of conflict of laws).\n\n     Section 12.11  Construction.  Wherever any words are used in\nthis Plan in the masculine gender, they shall be construed as though\nthey were also used in the feminine gender in all cases where they\nwould so apply, and wherever any words are used herein in the\nsingular form, they shall be construed as though they were also used\nin the plural form in all cases where they would so apply.\n\n     Section 12.12  Exceptions.  Exception to the aforementioned\nrules and condition may only be granted by vote of the Board of\nDirector.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7881],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9545],"class_list":["post-38369","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-intergraph-corp","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\/38369","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=38369"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38369"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38369"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38369"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}