{"id":38373,"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-plan.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-stock-plan","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-stock-plan.html","title":{"rendered":"1999 Stock Plan"},"content":{"rendered":"<pre>\nPALM, INC.  \n\n1999 STOCK PLAN  \n\n(As Amended through July 31, 2001)\n\n\n\n\n          1.    Purposes of the Plan.    The purposes of this 1999 Stock Plan\nare:  \n\n\nto attract and retain the best available personnel for positions of substantial\nresponsibility,\nto provide additional incentive to Employees, Directors and Consultants, and\nto promote the success of the Company\u0092s business.\n\n\n                   Options granted under the Plan may be Incentive Stock Options\nor Nonstatutory Stock Options, as determined by the Administrator at the time of\ngrant. Stock Purchase Rights may also be granted under the Plan.  \n\n\n  \n          2.    Definitions.    As used herein, the following definitions shall\napply:  \n\n  \n\n                   (a)    \u0093Administrator\u0094 means the Board or any of\nits Committees as shall be administering the Plan, in accordance with Section 4\nof the Plan.  \n\n  \n                   (b)    \u0093Applicable Laws\u0094 means the requirements\nrelating to the administration of stock option plans under U. S. state corporate\nlaws, U.S. federal and state securities laws, the Code, any stock exchange or\nquotation system on which the Common Stock is listed or quoted and the\napplicable laws of any foreign country or jurisdiction where Options or Stock\nPurchase Rights are, or will be, granted under the Plan.  \n\n  \n                   (c)    \u0093Board\u0094 means the Board of Directors of the\nCompany.  \n\n  \n                   (d)    \u0093Cause\u0094 shall mean (i) an act of personal\ndishonesty taken by the Optionee in connection with his or her responsibilities\nas a Service Provider and intended to result in substantial personal enrichment\nof the Optionee, (ii) Optionee being convicted of a felony, (iii) a willful act\nby the Optionee which constitutes gross misconduct and which is injurious to the\nCompany, (iv) following delivery to the Optionee of a written demand for\nperformance from the Company which describes the basis for the Company\u0092s\nreasonable belief that the Optionee has not substantially performed his duties,\ncontinued violations by the Optionee of the Optionee\u0092s obligations to the\nCompany which are demonstrably willful and deliberate on the Optionee\u0092s\npart.  \n \n                   (e)    \u0093Change of Control\u0094 means the occurrence of\nany of the following events:\n \n\n  \n                             (i)    Any \u0093person\u0094 (as such term is used\nin Sections 13(d) and 14(d) of the Exchange Act) becomes the \u0093beneficial\nowner\u0094 (as defined in Rule 13d-3 under the Exchange Act), directly or\nindirectly, of securities of the Company representing fifty percent (50%) or\nmore of the total voting power represented by the Company\u0092s then\noutstanding voting securities who is not already such as of the Effective Date;\nor  \n\n  \n                             (ii)    The consummation of the sale or disposition\nby the Company of all or substantially all the Company\u0092s assets; or  \n\n  \n                             (iii)    The consummation of a merger or\nconsolidation of the Company with any other corporation, other than a merger or\nconsolidation which would result in the voting securities of the Company\noutstanding immediately prior thereto continuing to represent (either by\nremaining out-standing or by being converted into voting securities of the\nsurviving entity or its parent) at least fifty percent (50%) of the total voting\npower represented by the voting securities of the Company or such surviving\nentity or its parent outstanding immediately after such merger or consolidation;\nor  \n\n  \n                             (iv)    A change in the composition of the Board\noccurring within a two-year period, as a result of which fewer than a majority\nof the directors are Incumbent Directors. \u0093Incumbent Directors\u0094 shall\nmean directors who either (A) are directors of the Company as of the Effective\nDate, or (B) are elected, or nominated for election, to the Board with the\naffirmative votes of at least a majority of those directors whose election or\nnomination was not in connection with any transaction described in subsections\n(i), (ii), or (iii) above, or in connection with an actual or threatened proxy\ncontest relating to the election of directors to the Company.  \n\n\n          Notwithstanding the foregoing, in no event shall either or both of the\nfollowing events constitute a Change of Control: (i) the initial public offering\nof the Company\u0092s securities pursuant to a registration statement filed\nunder Section 12 of the Exchange Act or (ii) the spin-off of the Company from\n3Com pursuant to one or more transactions in which 3Com distributes eighty\npercent (80%) or more of its securities ownership of the Company to the\nshareholders of 3Com.  \n\n  \n                  (f)    \u0093Code\u0094 means the Internal Revenue Code of\n1986, as amended.  \n\n  \n                  (g)    \u0093Committee\u0094 means a committee of Directors\nappointed by the Board in accordance with Section 4 of the Plan.  \n\n  \n                  (h)    \u0093Common Stock\u0094 means the common stock of the\nCompany.  \n\n  \n                  (i)    \u0093Company\u0094 means Palm, Inc., a Delaware\ncorporation.  \n\n  \n                  (j)    \u0093Consultant\u0094 means any person, including an\nadvisor, engaged by the Company or a Parent or Subsidiary to render services to\nsuch entity.  \n\n  \n                  (k)    \u0093Director\u0094 means a member of the Board.  \n\n\n                  (l)    \u0093Disability\u0094 means total and permanent\ndisability as defined in Section 22(e)(3) of the Code.  \n\n  \n                  (m)    \u0093Effective Date\u0094 means the effective date of\nthis Plan as determined in accordance with Section 7.  \n\n  \n                  (n)    \u0093Employee\u0094 means any person, including\nOfficers and Directors, employed by the Company or any Parent or Subsidiary of\nthe Company. A Service Provider shall not cease to be an Employee in the case of\n(i) any leave of absence approved by the Company or (ii) transfers between\nlocations of the Company or between the Company, its Parent, any Subsidiary, or\nany successor. For purposes of Incentive Stock Options, no such leave may exceed\nninety days, unless reemployment upon expiration of such leave is guaranteed by\nstatute or contract. If reemployment upon expiration of a leave of absence\napproved by the Company is not so guaranteed, then three (3) months following\nthe 91st day of such leave any Incentive Stock Option held by the Optionee shall\ncease to be treated as an Incentive Stock Option and shall be treated for tax\npurposes as a Nonstatutory Stock Option. Neither service as a Director nor\npayment of a director\u0092s fee by the Company shall be sufficient to\nconstitute \u0093employment\u0094 by the Company.  \n\n  \n                  (o)    \u0093Exchange Act\u0094 means the Securities Exchange\nAct of 1934, as amended.\n \n  \n                  (p)    \u0093Fair Market Value\u0094 means, as of any date,\nthe value of Common Stock determined as follows:  \n\n  \n                             (i)    If the Common Stock is listed on any\nestablished stock exchange or a national market system, including without\nlimitation the Nasdaq National Market or The Nasdaq SmallCap Market of The\nNasdaq Stock Market, its Fair Market Value shall be the closing sales price for\nsuch stock (or the closing bid, if no sales were reported) as quoted on such\nexchange or system on the day of determination, as reported in The Wall Street\nJournal or such other source as the Administrator deems reliable;  \n\n                             (ii)    If the Common Stock is regularly quoted by\na recognized securities dealer but selling prices are not reported, the Fair\nMarket Value of a Share of Common Stock shall be the mean between the high bid\nand low asked prices for the Common Stock on the day of determination, as\nreported in The Wall Street Journal or such other source as the Administrator\ndeems reliable;  \n\n                             (iii)    In the absence of an established market\nfor the Common Stock, the Fair Market Value shall be determined in good faith by\nthe Administrator; or  \n\n                             (iv)    For purposes of Option grants made on the\neffective date of the Company\u0092s initial public offering of Common Stock,\nthe Fair Market Value shall be the initial price to the public as set forth in\nthe final prospectus included with the registration on Form S-1 filed with the\nSecurities and Exchange Commission for such offering.  \n\n\n                  (q)    \u0093Incentive Stock Option\u0094 means an Option\nintended to qualify as an incentive stock option within the meaning of Section\n422 of the Code and the regulations promulgated thereunder.  \n\n\n                  (r)    \u0093Nonstatutory Stock Option\u0094 means an Option\nnot intended to qualify as an Incentive Stock Option.  \n  \n\n                  (s)    \u0093Notice of Grant\u0094 means a written or\nelectronic notice evidencing certain terms and conditions of an individual\nOption or Stock Purchase Right grant. The Notice of Grant is part of the Option\nAgreement.  \n\n\n                  (t)    \u0093Officer\u0094 means a person who is an officer of\nthe Company within the meaning of Section 16 of the Exchange Act and the rules\nand regulations promulgated thereunder.  \n\n\n                  (u)    \u0093Option\u0094 means a stock option granted\npursuant to the Plan.  \n\n  \n                  (v)    \u0093Option Agreement\u0094 means an agreement between\nthe Company and an Optionee evidencing the terms and conditions of an individual\nOption grant. The Option Agreement is subject to the terms and conditions of the\nPlan.  \n\n  \n                  (w)    \u0093Option Exchange Program\u0094 means a program\nwhereby outstanding Options are surrendered in exchange for Options with a lower\nexercise price.  \n\n  \n                  (x)    \u0093Optioned Stock\u0094 means the Common Stock\nsubject to an Option or Stock Purchase Right.\n \n\n                  (y)    \u0093Optionee\u0094 means the holder of an outstanding\nOption or Stock Purchase Right granted under the Plan.  \n\n  \n                  (z)    \u0093Parent\u0094 means a \u0093parent\ncorporation,\u0094 whether now or hereafter existing, as defined in Section\n424(e) of the Code.  \n\n  \n                  (aa)    \u0093Plan\u0094 means this 1999 Stock Plan.  \n\n\n                  (bb)    \u0093Restricted Stock\u0094 means shares of Common\nStock acquired pursuant to a grant of Stock Purchase Rights under Section 11 of\nthe Plan.  \n\n  \n                  (cc)    \u0093Restricted Stock Purchase Agreement\u0094 means\na written agreement between the Company and the Optionee evidencing the terms\nand restrictions applying to stock purchased under a Stock Purchase Right. The\nRestricted Stock Purchase Agreement is subject to the terms and conditions of\nthe Plan and the Notice of Grant.  \n\n  \n                  (dd)    \u0093Rule 16b-3\u0094 means Rule 16b-3 of the\nExchange Act or any successor to Rule 16b-3, as in effect when discretion is\nbeing exercised with respect to the Plan.  \n\n  \n                  (ee)    \u0093Section 16(b) \u0093 means Section 16(b) of the\nExchange Act.  \n\n  \n                  (ff)    \u0093Service Provider\u0094 means an Employee,\nDirector or Consultant. In addition, an individual who receives an award under\nthis Plan while an Employee, Director or Consultant, and who ceases to be an\nEmployee, Director or Consultant, but who remains an employee, director or\nconsultant to 3Com shall be deemed Service Provider for purposes of this Plan.  \n\n  \n                  (gg)    \u0093Share\u0094 means a share of the Common Stock,\nas adjusted in accordance with Section 13 of the Plan.  \n\n  \n                  (hh)    \u0093Stock Purchase Right\u0094 means the right to\npurchase Common Stock pursuant to Section 11 of the Plan, as evidenced by a\nNotice of Grant.  \n\n  \n                  (ii)    \u0093Subsidiary\u0094 means a \u0093subsidiary\ncorporation\u0094, whether now or hereafter existing, as defined in Section\n424(f) of the Code.  \n\n  \n                  (jj)     \u00933Com\u0094 means 3Com Corporation, a Delaware\ncorporation.  \n\n  \n          3.    Stock Subject to the Plan.    Subject to the provisions of\nSection 13 of the Plan, the maximum aggregate number of Shares that may be\noptioned and sold under the Plan is 20,000,000 Shares, plus an annual increase\nto be added the first day of the Company\u0092s fiscal year, beginning in 2001,\nequal to the lesser of (i) 25,000,000 shares, (ii) 5% of the outstanding shares\nof Common Stock on such date, or (iii) a lesser amount determined by the Board.\nThe Shares may be authorized, but unissued, or reacquired Common Stock.  \n\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); provided, however, that Shares that have actually been issued under\nthe Plan, whether upon exercise of an Option or 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\n          4.    Administration of the Plan.  \n\n  \n                  (a)    Procedure.  \n\n                             (i)     Multiple Administrative Bodies.   \nDifferent Committees with respect to different groups of Service Providers may\nadminister the Plan.  \n\n  \n                             (ii)    Section 162(m).    To the extent that the\nAdministrator determines it to be desirable to qualify Options granted hereunder\nas \u0093performance-based compensation\u0094 within the meaning of\nSection162(m) of the Code, the Plan shall be administered by a Committee of two\nor more \u0093outside directors\u0094 within the meaning of Section162(m) of the\nCode.  \n\n  \n                             (iii)   Rule 16b-3.    To the extent desirable to\nqualify transactions hereunder as exempt under Rule 16b-3, the transactions\ncontemplated hereunder shall be structured to satisfy the requirements for\nexemption under Rule 16b-3.\n \n\n                             (iv)    Other Administration.    Other than as\nprovided above, the Plan shall be administered by (A) the Board or (B) a\nCommittee, which committee shall be constituted to satisfy Applicable Laws.  \n\n\n                  (b)    Powers of the Administrator.    Subject to the\nprovisions of the Plan, and in the case of a Committee, subject to the specific\nduties delegated by the Board to such Committee, the Administrator shall have\nthe authority, in its discretion:\n \n  \n                             (i)     to determine the Fair Market Value;\n\n  \n                             (ii)    to select the Employees, Directors and\nConsultants to whom Options and Stock Purchase Rights may be granted hereunder; \n\n\n  \n                             (iii)   to determine the number of shares of Common\nStock to be covered by each Option and Stock Purchase Right granted hereunder;  \n\n  \n                             (iv)    to approve forms of agreement for use under\nthe Plan;  \n\n  \n                             (v)     to determine the terms and conditions, not\ninconsistent with the terms of the Plan, of any Option or Stock Purchase Right\ngranted hereunder. Such terms and conditions include, but are not limited to,\nthe exercise price, the time or times when Options or Stock Purchase Rights may\nbe exercised (which may be based on performance criteria), any vesting\nacceleration or waiver of forfeiture restrictions, and any restriction or\nlimitation regarding any Option or Stock Purchase Right or the shares of Common\nStock relating thereto, based in each case on such factors as the Administrator,\nin its sole discretion, shall determine;  \n\n  \n                             (vi)    to reduce the exercise price of any Option\nor Stock Purchase Right to the then current Fair Market Value if the Fair Market\nValue of the Common Stock covered by such Option or Stock Purchase Right shall\nhave declined since the date the Option or Stock Purchase Right was granted;\n \n  \n                             (vii)   to institute an Option Exchange Program;  \n\n  \n                             (viii)  to construe and interpret the terms of the\nPlan and awards granted pursuant to the Plan;  \n\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 treatment\nunder foreign laws;  \n\n \n                             (x)     to modify or amend each Option or Stock\nPurchase Right (subject to Section 15(c) of the Plan), including the\ndiscretionary authority to extend the post-termination exercisability period of\nOptions longer than is otherwise provided for in the Plan;  \n\n  \n                             (xi)    to allow Optionees to satisfy withholding\ntax obligations 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 (or less than) the minimum amount required\nto be withheld. The Fair Market Value of the Shares to be withheld shall be\ndetermined on the date that the amount of tax to be withheld is to be\ndetermined. All elections by an Optionee to have Shares withheld for this\npurpose shall be made in such form and under such conditions as the\nAdministrator may deem necessary or advisable;  \n\n  \n                             (xii)   to authorize any person to execute on\nbehalf of the Company any instrument required to effect the grant of an Option\nor Stock Purchase Right previously granted by the Administrator;  \n\n  \n                             (xiii)  to make all other determinations deemed\nnecessary or advisable for administering the Plan.  \n\n  \n                  (c)    Effect of Administrator\u0092s Decision.    The\nAdministrator\u0092s decisions, determinations and interpretations shall be\nfinal and binding on all Optionees and any other holders of Options or Stock\nPurchase Rights.  \n\n  \n          5.    Eligibility.    Nonstatutory Stock Options and Stock Purchase\nRights may be granted to Employees, Directors or Consultants. Incentive Stock\nOptions may be granted only to Employees.  \n\n  \n          6.    Limitations.  \n\n  \n                  (a)    Each Option shall be designated in the Option Agreement\nas either 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 6(a), 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\n                  (b)    Neither the Plan nor any Option or Stock Purchase Right\nshall confer upon an Optionee any right with respect to continuing the\nOptionee\u0092s relationship as a Service Provider, nor shall they interfere in\nany way with the Optionee\u0092s right or the Company\u0092s or 3Com\u0092s\nright, as applicable, to terminate such relationship at any time, with or\nwithout cause.  \n\n  \n                  (c)    The following limitations shall apply to grants of\nOptions:  \n\n \n                             (i)    No Service Provider shall be granted, in any\nfiscal year of the Company, Options to purchase more than 3,000,000 Shares.  \n\n  \n                             (ii)    In connection with his or her initial\nservice, a Service Provider may be granted Options to purchase up to an\nadditional 6,000,000 Shares, which shall not count against the limit set forth\nin subsection (i) above.  \n\n\n                             (iii)    The foregoing limitations shall be\nadjusted proportionately in connection with any change in the Company\u0092s\ncapitalization as described in Section 13.  \n\n  \n                             (iv)    If an Option is cancelled in the same\nfiscal year of the Company in which it was granted (other than in connection\nwith a transaction described in Section 13), the cancelled Option will be\ncounted against the limits set forth in subsections (i) and (ii) above. For this\npurpose, if the exercise price of an Option is reduced, the transaction will be\ntreated as a cancellation of the Option and the grant of a new Option.  \n\n  \n          7.    Term of Plan.    Subject to Section 19 of the Plan, the Plan\nshall become effective upon its adoption by the Board. It shall continue in\neffect for a term of ten (10) years unless terminated earlier under Section 15\nof the Plan.  \n\n  \n          8.    Term of Option.    The term of each Option shall be stated in\nthe Option Agreement. In the case of an Incentive Stock Option, the term shall\nbe ten (10) years from the date of grant or such shorter term as may be provided\nin the Option Agreement. Moreover, in the case of an Incentive Stock Option\ngranted to an Optionee who, at the time the Incentive Stock Option is granted,\nowns stock representing more than ten percent (10%) of the total combined voting\npower of all classes of stock of the Company or any Parent or Subsidiary, the\nterm of the Incentive Stock Option shall be five (5) years from the date of\ngrant or such shorter term as may be provided in the Option Agreement.  \n\n  \n          9.    Option Exercise Price and Consideration.  \n\n  \n                  (a)    Exercise Price.    The per share exercise price for the\nShares to be issued pursuant to exercise of an Option shall be determined by the\nAdministrator, subject to the following:  \n\n  \n                             (i)    In the case of an Incentive Stock Option  \n\n  \n                                     (1)   granted to an Employee who, at the\ntime the Incentive Stock Option is granted, owns stock representing more than\nten percent (10%) of the voting power of all classes of stock of the Company or\nany Parent or Subsidiary, the per Share exercise price shall be no less than\n110% of the Fair Market Value per Share on the date of grant.  \n\n  \n                                     (2)   granted to any Employee other than an\nEmployee described in paragraph (A) immediately above, the per Share exercise\nprice shall be no less than 100% of the Fair Market Value per Share on the date\nof grant.  \n\n\n \n                             (ii)    In the case of a Nonstatutory Stock Option,\nthe per Share exercise price shall be determined by the Administrator. In the\ncase of a Nonstatutory Stock Option intended to qualify as\n\u0093performance-based compensation\u0094 within the meaning of Section162(m)\nof the Code, the per Share exercise price shall be no less than 100% of the Fair\nMarket Value per Share on the date of grant.  \n\n  \n                             (iii)   Notwithstanding the foregoing, Options may\nbe granted with a per Share exercise price of less than 100% of the Fair Market\nValue per Share on the date of grant pursuant to a merger or other corporate\ntransaction.  \n\n\n \n                  (b)    Waiting Period and Exercise Dates.    At the time an\nOption is granted, the Administrator shall fix the period within which the\nOption may be exercised and shall determine any conditions that must be\nsatisfied before the Option may be exercised.  \n\n  \n                  (c)     Form of Consideration.    The Administrator shall\ndetermine the acceptable form of consideration for exercising an Option,\nincluding the method of payment. In the case of an Incentive Stock Option, the\nAdministrator shall determine the acceptable form of consideration at the time\nof grant. Such consideration may consist entirely of:  \n\n  \n                             (i)    cash;  \n\n  \n                             (ii)   check;  \n\n  \n                             (iii)  promissory note;  \n\n\n                             (iv)   other Shares which (A) in the case of Shares\nacquired upon exercise of an option, have been owned by the Optionee for more\nthan six months on the date of surrender, and (B) have a Fair Market Value on\nthe date of surrender equal to the aggregate exercise price of the Shares as to\nwhich said Option shall be exercised;  \n\n  \n                             (v)    consideration received by the Company under\na cashless exercise program implemented by the Company in connection with the\nPlan;  \n\n  \n                             (vi)   a reduction in the amount of any Company\nliability to the Optionee, including any liability attributable to the\nOptionee\u0092s participation in any Company-sponsored deferred compensation\nprogram or arrangement;  \n\n  \n                             (vii)  any combination of the foregoing methods of\npayment; or  \n\n\n                             (viii) such other consideration and method of\npayment for the issuance of Shares to the extent permitted by Applicable Laws.  \n\n  \n          10.    Exercise of Option.  \n\n  \n                  (a)    Procedure for Exercise; Rights as a Shareholder.    Any\nOption granted hereunder shall be exercisable according to the terms of the Plan\nand at such times and under such conditions as determined by the Administrator\nand set forth in the Option Agreement. Unless the Administrator provides\notherwise, vesting of Options granted hereunder shall be tolled during any\nunpaid leave of absence. An Option may not be exercised for a fraction of a\nShare.  \n\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 Optioned Stock, notwithstanding the exercise of the Option.\nThe Company 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 13 of the Plan.  \n\n  \n          Exercising an Option in any manner shall decrease the number of Shares\nthereafter available, both for purposes of the Plan and for sale under the\nOption, by the number of Shares as to which the Option is exercised.  \n\n  \n                  (b)    Termination of Relationship as a Service Provider.   \nIf an Optionee ceases to be a Service Provider, other than upon the\nOptionee\u0092s death or Disability, the Optionee may exercise his or her Option\nwithin such period of time as is specified in the Option Agreement to the extent\nthat the Option is vested on the date of termination (but in no event later than\nthe expiration of the term of such Option as set forth in the Option Agreement).\nIn the absence of a specified time in the Option Agreement, the Option shall\nremain exercisable for three (3) months following the Optionee\u0092s\ntermination. If, on the date of termination, the Optionee is not vested as to\nhis or her entire Option, the Shares covered by the unvested portion of the\nOption shall revert to the Plan. If, after termination, the Optionee does not\nexercise his or her Option within the time specified by the Administrator, the\nOption shall terminate, and the Shares covered by such Option shall revert to\nthe Plan.  \n\n\n                  (c)    Disability of Optionee.    If an Optionee ceases to be\na Service Provider as a result of the Optionee\u0092s Disability, the Optionee\nmay exercise his or her Option within such period of time as is specified in the\nOption Agreement to the extent the Option is vested on the date of termination\n(but in no event later than the expiration of the term of such Option as set\nforth in the Option Agreement). In the absence of a specified time in the Option\nAgreement, the Option shall remain exercisable for twelve (12) months following\nthe Optionee\u0092s termination. If, on the date of termination, the Optionee is\nnot vested 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 herein,\nthe Option shall terminate, and the Shares covered by such Option shall revert\nto the Plan.  \n\n \n                  (d)    Death of Optionee.    If an Optionee dies while a\nService Provider, the Option may be exercised within such period of time as is\nspecified in the Option Agreement (but in no event later than the expiration of\nthe term of such Option as set forth in the Notice of Grant) but only to the\nextent that the Option is vested on the date of death. In the absence of a\nspecified time in the Option Agreement, the Option shall remain exercisable for\ntwelve (12) months following the Optionee\u0092s death. The Option may be\nexercised by the Optionee\u0092s designated beneficiary, provided such\nbeneficiary has been designated prior to Optionee\u0092s death in a form\nacceptable by the Administrator. If no such beneficiary has been designated by\nthe Optionee, then such Option may be exercised within the applicable time\nperiod by the personal representative of the Optionee\u0092s estate or by the\nperson or persons to whom the Option is transferred pursuant to the\nOptionee\u0092s will or in accordance with the laws of descent and distribution.\nIf, at the time of death, the Optionee is not vested as to his or her entire\nOption, the Shares covered by the unvested portion of the Option shall\nimmediately revert to the Plan. If the Option is not so exercised within the\ntime specified herein, the Option shall terminate, and the Shares covered by\nsuch Option shall revert to the Plan.  \n\n  \n                  (e)    Buyout Provisions.    The Administrator may at any time\noffer to buy out for a payment in cash or Shares an Option previously granted\nbased on 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\n \n          11.    Stock Purchase Rights.  \n\n  \n                  (a)    Rights to Purchase.    Stock Purchase Rights may be\nissued either alone, in addition to, or in tandem with other awards granted\nunder the Plan and\/or cash awards made outside of the Plan; provided, however\nthat in no event may Stock Purchase Rights be issued in any fiscal year of the\nCompany for more than ten percent (10%) of the total Shares available for\nissuance hereunder, in the aggregate, on the first day of such fiscal year.\nAfter the Administrator determines that it will offer Stock Purchase Rights\nunder the Plan, it shall advise the offeree in writing or electronically, by\nmeans of a Notice of Grant, of the terms, conditions and restrictions related to\nthe offer, including the number of Shares that the offeree shall be entitled to\npurchase, the price to be paid, and the time within which the offeree must\naccept such offer. The offer shall be accepted by execution of a Restricted\nStock Purchase Agreement in the form determined by the Administrator.\n \n  \n                  (b)    Repurchase Option.    Unless the Administrator\ndetermines otherwise, the Restricted Stock Purchase Agreement shall grant the\nCompany a repurchase option exercisable upon the voluntary or involuntary\ntermination of the purchaser\u0092s service with the Company for any reason\n(including death or Disability). The purchase price for Shares repurchased\npursuant to the Restricted Stock Purchase Agreement shall be the original price\npaid by the purchaser and may be paid by cancellation of any indebtedness of the\npurchaser to the Company. The repurchase option shall lapse at a rate determined\nby the Administrator.  \n\n  \n                  (c)    Other Provisions.    The Restricted Stock Purchase\nAgreement shall contain such other terms, provisions and conditions not\ninconsistent with the Plan as may be determined by the Administrator in its sole\ndiscretion.  \n\n  \n                  (d)    Rights as a Shareholder.    Once the Stock Purchase\nRight is exercised, the purchaser shall have the rights equivalent to those of a\nshareholder, and shall be a shareholder when his or her purchase is entered upon\nthe records of the duly authorized transfer agent of the Company. No adjustment\nwill be made for a dividend or other right for which the record date is prior to\nthe date the Stock Purchase Right is exercised, except as provided in Section 13\nof the Plan.  \n\n \n\n\n \n          12.    Transferability of Options and Stock Purchase Rights.    Unless\ndetermined otherwise by the Administrator, an Option or Stock Purchase Right may\nnot be sold, pledged, assigned, hypothecated, transferred, or disposed of in any\nmanner other than by will or by the laws of descent or distribution and may be\nexercised, during the lifetime of the Optionee, only by the Optionee. If the\nAdministrator makes an Option or Stock Purchase Right transferable, such Option\nor Stock Purchase Right shall contain such additional terms and conditions as\nthe Administrator deems appropriate.  \n\n  \n          13.    Adjustments Upon Changes in Capitalization, Dissolution, Merger\nor Asset Sale.  \n\n \n\n\n \n                  (a)    Changes in Capitalization.    Subject to any required\naction by the shareholders of the Company, the number of shares of Common Stock\nwhich have been authorized for issuance under the Plan, including Shares 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, the number of Shares that may be added annually to the Shares\nreserved under the Plan (pursuant to Section 3(i)), and the number of shares of\nCommon Stock covered by each outstanding Option and Stock Purchase Right, as\nwell as the price per share of Common Stock covered by each such outstanding\nOption or Stock Purchase Right, shall be proportionately  adjusted for any\nincrease or decrease in the number of issued shares of Common Stock resulting\nfrom a stock split, reverse stock split, stock dividend, combination or\nreclassification of the Common Stock, or any other increase or decrease in the\nnumber of issued shares of Common Stock effected without receipt of\nconsideration by the Company; provided, however, that conversion of any\nconvertible securities of the Company shall not be deemed to have been\n\u0093effected without receipt of consideration.\u0094 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  \n                  (b)    Dissolution or Liquidation.    In the event of the\nproposed dissolution or liquidation of the Company, the Administrator shall\nnotify each Optionee as soon as practicable prior to the effective date of such\nproposed transaction. The Administrator in its discretion may provide for an\nOptionee to have the right to exercise his or her Option until ten (10) days\nprior to such transaction as to all of the Optioned Stock covered thereby,\nincluding Shares as to which the Option would not otherwise be exercisable. In\naddition, the Administrator may provide that any Company repurchase option\napplicable to any Shares purchased upon exercise of an Option or Stock Purchase\nRight shall lapse as to all such Shares, provided the proposed dissolution or\nliquidation takes place at the time and in the manner contemplated. To the\nextent it has not been previously exercised, an Option or Stock Purchase Right\nwill terminate immediately prior to the consummation of such proposed action.  \n\n\n                  (c)    Merger or Asset Sale.    In the event of a merger of\nthe Company with or into another corporation, or the sale of substantially all\nof the 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 vested and exercisable for a\nperiod of fifteen (15) days from the date of such notice, and the Option or\nStock Purchase Right shall terminate upon the expiration of such period. For the\npurposes of this paragraph, the Option or Stock Purchase Right shall be\nconsidered assumed if, following the merger or sale of assets, the option or\nright confers the right to purchase or receive, for each Share of Optioned Stock\nsubject to the Option or Stock Purchase Right immediately prior to the merger or\nsale of assets, the consideration (whether stock, cash, or other securities or\nproperty) received in the merger or sale of assets by holders of Common Stock\nfor each Share held on the effective date of the transaction (and if holders\nwere offered a choice of consideration, the type of consideration chosen by the\nholders of a majority of the outstanding Shares); provided, however, that if\nsuch consideration 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\n          Notwithstanding the foregoing, if an Optionee\u0092s status as a\nService Provider is terminated for reasons other than Cause within twelve (12)\nmonths following a Change of Control, then the vesting and exercisability of\neach of the Optionee\u0092s outstanding Options and Stock Purchase Rights shall\npartially accelerate upon such termination with respect to fifty percent (50%)\nof the then unvested Shares subject to or acquired under each such Option or\nStock Purchase Right.  \n\n  \n          14.    Date of Grant.    The date of grant of an Option or Stock\nPurchase Right shall be, for all purposes, the date on which the Administrator\nmakes the determination granting such Option or Stock Purchase Right, or such\nother later date as is determined by the Administrator. Notice of the\ndetermination shall be provided to each Optionee within a reasonable time after\nthe date of such grant.  \n\n    \n  \n          15.    Amendment and Termination of the Plan.  \n\n  \n                  (a)    Amendment and Termination.    The Board may at any time\namend, alter, suspend or terminate the Plan.  \n\n  \n                  (b)    Shareholder Approval.    The Company shall obtain\nshareholder approval of any Plan amendment to the extent necessary and desirable\nto comply with Applicable Laws.  \n\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\u0092s\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 \n \n          16.    Conditions Upon Issuance of Shares.  \n\n  \n                  (a)    Legal Compliance.    Shares shall not be issued\npursuant to the exercise of an Option or Stock Purchase Right unless the\nexercise of such Option or Stock Purchase Right and the issuance and delivery of\nsuch Shares shall comply with Applicable Laws and shall be further subject to\nthe approval of counsel for the Company with respect to such compliance.  \n\n  \n                  (b)    Investment Representations.    As a condition to the\nexercise of an Option or Stock Purchase Right, the Company may require the\nperson exercising such Option or Stock Purchase Right to represent and warrant\nat the time of any such exercise that the Shares are being purchased only for\ninvestment and without any present intention to sell or distribute such Shares\nif, in the opinion of counsel for the Company, such a representation is\nrequired.  \n\n  \n          17.    Inability to Obtain Authority.    The inability of the Company\nto obtain authority from any regulatory body having jurisdiction, which\nauthority is deemed by the Company\u0092s counsel to be necessary to the lawful\nissuance and sale of any Shares hereunder, shall relieve the Company of any\nliability in respect of the failure to issue or sell such Shares as to which\nsuch requisite authority shall not have been obtained.  \n\n  \n          18.    Reservation of Shares.    The Company, during the term of this\nPlan, will at all times reserve and keep available such number of Shares as\nshall be sufficient to satisfy the requirements of the Plan.  \n\n  \n          19.    Shareholder Approval.    The Plan shall be subject to approval\nby the shareholders of the Company within twelve (12) months after the date the\nPlan is adopted. Such shareholder approval shall be obtained in the manner and\nto the degree required under Applicable Laws.  \n\n  \n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8451],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9539,9545],"class_list":["post-38373","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-palm-inc","corporate_contracts_industries-technology__hardware","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\/38373","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=38373"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38373"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38373"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38373"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}