{"id":38378,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2000-employee-stock-purchase-plan-dendreon-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-employee-stock-purchase-plan-dendreon-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-employee-stock-purchase-plan-dendreon-corp.html","title":{"rendered":"2000 Employee Stock Purchase Plan &#8211; Dendreon Corp."},"content":{"rendered":"<pre>\n                              Dendreon Corporation\n                       2000 Employee Stock Purchase Plan\n                                        \n                  Adopted by Board of Directors March  1, 2000\n                Approved by Stockholders May 1, 2000\n                             Termination Date: None\n\n\nAS AMENDED TO REFLECT A 1.1-FOR-1 STOCK SPLIT OF THE COMMON STOCK EFFECTED \nJUNE 13, 2000\n                                        \n1.   Purpose.\n\n     (a)  The purpose of the Plan is to provide a means by which Employees of\nthe Company and certain designated Affiliates may be given an opportunity to\npurchase Shares of the Company.\n\n     (b)  The Company, by means of the Plan, seeks to retain the services of\nsuch Employees, to secure and retain the services of new Employees and to\nprovide incentives for such persons to exert maximum efforts for the success of\nthe Company and its Affiliates.\n\n     (c)  The Company intends that the Rights to purchase Shares granted under\nthe Plan be considered options issued under an \"employee stock purchase plan,\"\nas that term is defined in Section 423(b) of the Code.\n   \n2.   Definitions.\n\n     (a)  \"Affiliate\" means any parent corporation or subsidiary corporation,\nwhether now or hereafter existing, as those terms are defined in Sections 424(e)\nand (f), respectively, of the Code.\n\n     (b)  \"Board\" means the Board of Directors of the Company.\n\n     (c)  \"Code\" means the United States Internal Revenue Code of 1986, as\namended.\n\n     (d)  \"Committee\" means a Committee appointed by the Board in accordance\nwith subparagraph 3(c) of the Plan.\n\n     (e)  \"Company\" means Dendreon Corporation, a Delaware corporation. \n\n     (f)  \"Director\" means a member of the Board.\n\n     (g)  \"Eligible Employee\" means an Employee who meets the requirements set\nforth in the Offering for eligibility to participate in the Offering.\n\n                                     - 1 -\n\n \n    (h) \"Employee\" means any person, including Officers and Directors, employed\nby the Company or an Affiliate of the Company. Neither service as a Director nor\npayment of a director's fee shall be sufficient to constitute \"employment\" by\nthe Company or the Affiliate.\n\n    (i) \"Employee Stock Purchase Plan\" means a plan that grants rights intended\nto be options issued under an \"employee stock purchase plan,\" as that term is\ndefined in Section 423(b) of the Code.\n\n    (j) \"Exchange Act\" means the United States Securities Exchange Act of 1934,\nas amended.\n\n    (k) \"Fair Market Value\" means the value of a security, as determined in good\nfaith by the Board. If the security is listed on any established stock exchange\nor traded on the Nasdaq National Market or the Nasdaq SmallCap Market, then,\nexcept as otherwise provided in the Offering, the Fair Market Value of the\nsecurity shall be the closing sales price (rounded up where necessary to the\nnearest whole cent) for such security (or the closing bid, if no sales were\nreported) as quoted on such exchange or market (or the exchange or market with\nthe greatest volume of trading in the relevant security of the Company) on the\ntrading day prior to the relevant determination date, as reported in The Wall\nStreet Journal or such other source as the Board deems reliable.\n\n    (l) \"Non-Employee Director\" means a Director who either (i) is not a current\nEmployee or Officer of the Company or its parent or subsidiary, does not receive\ncompensation (directly or indirectly) from the Company or its parent or\nsubsidiary for services rendered as a consultant or in any capacity other than\nas a Director (except for an amount as to which disclosure would not be required\nunder Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act\n(\"Regulation S-K\")), does not possess an interest in any other transaction as to\nwhich disclosure would be required under Item 404(a) of Regulation S-K, and is\nnot engaged in a business relationship as to which disclosure would be required\nunder Item 404(b) of Regulation S-K; or (ii) is otherwise considered a \"non-\nemployee director\" for purposes of Rule 16b-3.\n\n    (m) \"Offering\" means the grant of Rights to purchase Shares under the Plan\nto Eligible Employees.\n\n    (n)  \"Offering Date\" means a date selected by the Board for an Offering to\ncommence.\n\n    (o) \"Outside Director\" means a Director who either (i) is not a current\nemployee of the Company or an \"affiliated corporation\" (within the meaning of\nthe Treasury regulations promulgated under Section 162(m) of the Code), is not a\nformer employee of the Company or an \"affiliated corporation\" receiving\ncompensation for prior services (other than benefits under a tax qualified\npension plan), was not an officer of the Company or an \"affiliated corporation\"\nat any time, and is not currently receiving direct or indirect remuneration from\nthe Company or an \"affiliated corporation\" for services in any capacity other\nthan as a Director, or (ii) is otherwise considered an \"outside director\" for\npurposes of Section 162(m) of the Code.\n\n                                     - 2 -\n\n \n     (p)  \"Participant\" means an Eligible Employee who holds an outstanding\nRight granted pursuant to the Plan or, if applicable, such other person who\nholds an outstanding Right granted under the Plan.\n\n     (q)  \"Plan\" means this 2000 Employee Stock Purchase Plan.\n\n     (r)  \"Purchase Date\" means one or more dates established by the Board\nduring an Offering on which Rights granted under the Plan shall be exercised and\npurchases of Shares carried out in accordance with such Offering.\n\n     (s)  \"Right\" means an option to purchase Shares granted pursuant to the\nPlan.\n\n     (t)  \"Rule 16b-3\" means Rule 16b-3 of the Exchange Act or any successor to\nRule 16b-3 as in effect with respect to the Company at the time discretion is\nbeing exercised regarding the Plan.\n\n     (u)  \"Securities Act\" means the United States Securities Act of 1933, as\namended.\n\n     (v)  \"Share\" means a share of the common stock of the Company.\n\n3.   Administration.\n\n     (a)  The Board shall administer the Plan unless and until the Board\ndelegates administration to a Committee, as provided in subparagraph 3(c).\nWhether or not the Board has delegated administration, the Board shall have the\nfinal power to determine all questions of policy and expediency that may arise\nin the administration of the Plan.\n\n     (b)  The Board (or the Committee) shall have the power, subject to, and\nwithin the limitations of, the express provisions of the Plan:\n\n          (i)   To determine when and how Rights to purchase Shares shall be\ngranted and the provisions of each Offering of such Rights (which need not be\nidentical).\n\n          (ii)  To designate from time to time which Affiliates of the Company\nshall be eligible to participate in the Plan.\n    \n          (iii) To construe and interpret the Plan and Rights granted under it,\nand to establish, amend and revoke rules and regulations for its administration.\nThe Board, in the exercise of this power, may correct any defect, omission or\ninconsistency in the Plan, in a manner and to the extent it shall deem necessary\nor expedient to make the Plan fully effective.\n\n          (iv)  To amend the Plan as provided in paragraph 14.\n\n          (v)   Generally, to exercise such powers and to perform such acts as\nit deems necessary or expedient to promote the best interests of the Company and\nits Affiliates and to carry out the intent that the Plan be treated as an\nEmployee Stock Purchase Plan.\n    \n                                         - 3 -\n    \n    \n    \n    \n    \n    \n   \n   \n   \n   \n   \n   \n   \n   \n   \n   \n   \n   \n   \n   \n   \n   \n   \n   \n   \n   \n  \n\n \n     (c) The Board may delegate administration of the Plan to a Committee of the\nBoard composed of two (2) or more members, all of the members of which Committee\nmay be, in the discretion of the Board, Non-Employee Directors and\/or Outside\nDirectors. If administration is delegated to a Committee, the Committee shall\nhave, in connection with the administration of the Plan, the powers theretofore\npossessed by the Board, including the power to delegate to a subcommittee of two\n(2) or more Outside Directors any of the administrative powers the Committee is\nauthorized to exercise (and references in this Plan to the Board shall\nthereafter be to the Committee or such a subcommittee), subject, however, to\nsuch resolutions, not inconsistent with the provisions of the Plan, as may be\nadopted from time to time by the Board. The Board may abolish the Committee at\nany time and revest in the Board the administration of the Plan.\n\n4.  Shares Subject to the Plan.\n     \n     (a) Subject to the provisions of paragraph 13 relating to adjustments upon\nchanges in securities, the Shares that may be sold pursuant to Rights granted\nunder the Plan shall not exceed in the aggregate one million four hundred eighty\nfive thousand (1,485,000) Shares. If any Right granted under the Plan shall for\nany reason terminate without having been exercised, the Shares not purchased\nunder such Right shall again become available for the Plan.\n\n     (b) The aggregate number of Shares that may be sold pursuant to Rights\ngranted under the Plan as specified in paragraph 4(a) hereof automatically shall\nbe increased as follows:\n\n         (i) For a period of ten (10) years, on the first day of each calendar\nyear of the Company (the \"Calculation Date\"), commencing on January 1, 2001 and\nending on January 1, 2010, the aggregate number of Shares specified in paragraph\n4(a) hereof shall be increased by the lesser of (1) that number of Shares equal\nto one percent (1%) of the Diluted Shares Outstanding or (2) four hundred\nthousand (400,000) shares; provided, however, that the Board of Directors may\nprovide for a lesser increase in the number of Shares in any year.\n\n         (ii) For purposes of paragraph 4(b)(i) hereof, \"Diluted Shares\nOutstanding\" shall mean, as of any date, (1) the number of outstanding Shares on\nsuch Calculation Date, plus (2) the number of Shares issuable upon such\nCalculation Date assuming the conversion of all outstanding Preferred Stock and\nconvertible notes, plus (3) the additional number of dilutive Common Stock\nequivalent shares outstanding as the result of any options or warrants\noutstanding during the fiscal year, calculated using the treasury stock method.\n\n     (c) The Shares subject to the Plan may be unissued Shares or Shares that\nhave been bought on the open market at prevailing market prices or otherwise.\n\n5.  Grant of Rights; Offering.\n\n     (a) The Board may from time to time grant or provide for the grant of\nRights to purchase Shares of the Company under the Plan to Eligible Employees in\nan Offering on an Offering Date or Dates selected by the Board. Each Offering\nshall be in such form and shall contain such terms and conditions as the Board\nshall deem appropriate, which shall comply with\n\n                                     - 4 -\n\n \nthe requirements of Section 423(b)(5) of the Code that all Employees granted\nRights to purchase Shares under the Plan shall have the same rights and\nprivileges. The terms and conditions of an Offering shall be incorporated by\nreference into the Plan and treated as part of the Plan. The provisions of\nseparate Offerings need not be identical, but each Offering shall include\n(through incorporation of the provisions of this Plan by reference in the\ndocument comprising the Offering or otherwise) the period during which the\nOffering shall be effective, which period shall not exceed twenty-seven (27)\nmonths beginning with the Offering Date, and the substance of the provisions\ncontained in paragraphs 6 through 9, inclusive.\n\n     (b) If a Participant has more than one Right outstanding under the Plan,\nunless he or she otherwise indicates in agreements or notices delivered\nhereunder: (i) each agreement or notice delivered by that Participant will be\ndeemed to apply to all of his or her Rights under the Plan, and (ii) an earlier-\ngranted Right (or a Right with a lower exercise price, if two Rights have\nidentical grant dates) will be exercised to the fullest possible extent before a\nlater-granted Right (or a Right with a higher exercise price if two Rights have\nidentical grant dates) will be exercised.\n\n6.  Eligibility.\n\n     (a) Rights may be granted only to Employees of the Company or, as the Board\nmay designated as provided in subparagraph 3(b), to Employees of an Affiliate.\n\n        (i) Except as provided in subparagraph 6(b), an Employee shall not be\neligible to be granted Rights under the Plan unless, on the Offering Date, such\nEmployee has been in the employ of the Company or the Affiliate, as the case may\nbe, for such continuous period preceding such grant as the Board may require in\nthe Offering, but in no event shall the required period of continuous employment\nbe equal to or greater than two (2) years.\n\n        (ii) The Board may provide in an Offering that Employees whose customary\nemployment is twenty (20) hours or less per week shall not be eligible to\nparticipate.\n\n        (iii) The Board may provide in an Offering that Employees whose\ncustomary employment is for not more than five (5) months in any calendar year\nshall not be eligible to participate.\n\n        (iv) The Board may provide in an Offering that Employees who are highly\ncompensated Employees within the meaning of Section 423(b)(4)(D) of the Code\nshall not be eligible to participate.\n\n     (b) The Board may provide that each person who, during the course of an\nOffering, first becomes an Eligible Employee will, on a date or dates specified\nin the Offering which coincides with the day on which such person becomes an\nEligible Employee or which occurs thereafter, receive a Right under that\nOffering, which Right shall thereafter be deemed to be a part of that Offering.\nSuch Right shall have the same characteristics as any Rights originally granted\nunder that Offering, as described herein, except that:\n\n                                     - 5 -\n\n \n        (i) the date on which such Right is granted shall be the \"Offering Date\"\nof such Right for all purposes, including determination of the exercise price of\nsuch Right;\n\n        (ii) the period of the Offering with respect to such Right shall begin\non its Offering Date and end coincident with the end of such Offering; and\n\n        (iii) the Board may provide that if such person first becomes an\nEligible Employee within a specified period of time before the end of the\nOffering, he or she will not receive any Right under that Offering.\n\n     (c) No Employee shall be eligible for the grant of any Rights under the\nPlan if, immediately after any such Rights are granted, such Employee owns stock\npossessing five percent (5%) or more of the total combined voting power or value\nof all classes of stock of the Company or of any Affiliate. For purposes of this\nsubparagraph 6(c), the rules of Section 424(d) of the Code shall apply in\ndetermining the stock ownership of any Employee, and stock which such Employee\nmay purchase under all outstanding rights and options shall be treated as stock\nowned by such Employee.\n\n     (d) An Eligible Employee may be granted Rights under the Plan only if such\nRights, together with any other Rights granted under all Employee Stock Purchase\nPlans of the Company and any Affiliates, as specified by Section 423(b)(8) of\nthe Code, do not permit such Eligible Employee's rights to purchase Shares of\nthe Company or any Affiliate to accrue at a rate which exceeds twenty five\nthousand dollars ($25,000) of the fair market value of such Shares (determined\nat the time such Rights are granted) for each calendar year in which such Rights\nare outstanding at any time.\n\n7.  Rights; Purchase Price.\n     (a) On each Offering Date, each Eligible Employee, pursuant to an Offering\nmade under the Plan, shall be granted the Right to purchase up to the number of\nShares purchasable either:\n\n        (i) with a percentage designated by the Board not exceeding fifteen\npercent (15%) of such Employee's Earnings (as defined by the Board in each\nOffering) during the period which begins on the Offering Date (or such later\ndate as the Board determines for a particular Offering) and ends on the date\nstated in the Offering, which date shall be no later than the end of the\nOffering; or\n\n        (ii) with a maximum dollar amount designated by the Board that, as the\nBoard determines for a particular Offering, (1) shall be withheld, in whole or\nin part, from such Employee's Earnings (as defined by the Board in each\nOffering) during the period which begins on the Offering Date (or such later\ndate as the Board determines for a particular Offering) and ends on the date\nstated in the Offering, which date shall be no later than the end of the\nOffering and\/or (2) shall be contributed, in whole or in part, by such Employee\nduring such period.\n\n                                     - 6 -\n\n \n     (b) The Board shall establish one or more Purchase Dates during an Offering\non which Rights granted under the Plan shall be exercised and purchases of\nShares carried out in accordance with such Offering.\n\n     (c) In connection with each Offering made under the Plan, the Board may\nspecify a maximum amount of Shares that may be purchased by any Participant as\nwell as a maximum aggregate amount of Shares that may be purchased by all\nParticipants pursuant to such Offering. In addition, in connection with each\nOffering that contains more than one Purchase Date, the Board may specify a\nmaximum aggregate amount of Shares which may be purchased by all Participants on\nany given Purchase Date under the Offering. If the aggregate purchase of Shares\nupon exercise of Rights granted under the Offering would exceed any such maximum\naggregate amount, the Board shall make a pro rata allocation of the Shares\navailable in as nearly a uniform manner as shall be practicable and as it shall\ndeem to be equitable.\n\n     (d) The purchase price of Shares acquired pursuant to Rights granted under\nthe Plan shall be not less than the lesser of:\n\n        (i) an amount equal to eighty-five percent (85%) of the fair market\nvalue of the Shares on the Offering Date; or\n\n        (ii) an amount equal to eighty-five percent (85%) of the fair market\nvalue of the Shares on the Purchase Date.\n\n8.  Participation; Withdrawal; Termination.\n\n     (a) An Eligible Employee may become a Participant in the Plan pursuant to\nan Offering by delivering a participation agreement to the Company within the\ntime specified in the Offering, in such form as the Company provides. Each such\nagreement shall authorize payroll deductions of up to the maximum percentage\nspecified by the Board of such Employee's Earnings during the Offering (as\ndefined in each Offering). The payroll deductions made for each Participant\nshall be credited to a bookkeeping account for such Participant under the Plan\nand either may be deposited with the general funds of the Company or may be\ndeposited in a separate account in the name of, and for the benefit of, such\nParticipant with a financial institution designated by the Company. To the\nextent provided in the Offering, a Participant may reduce (including to zero) or\nincrease such payroll deductions. To the extent provided in the Offering, a\nParticipant may begin such payroll deductions after the beginning of the\nOffering. A Participant may make additional payments into his or her account\nonly if specifically provided for in the Offering and only if the Participant\nhas not already had the maximum permitted amount withheld during the Offering.\n\n     (b) At any time during an Offering, a Participant may terminate his or her\npayroll deductions under the Plan and withdraw from the Offering by delivering\nto the Company a notice of withdrawal in such form as the Company provides. Such\nwithdrawal may be elected at any time prior to the end of the Offering except as\nprovided by the Board in the Offering. Upon such withdrawal from the Offering by\na Participant, the Company shall distribute to such Participant all of his or\nher accumulated payroll deductions (reduced to the extent, if any, such\n\n                                     - 7 -\n\n \ndeductions have been used to acquire Shares for the Participant) under the\nOffering, without interest unless otherwise specified in the Offering, and such\nParticipant's interest in that Offering shall be automatically terminated. A\nParticipant's withdrawal from an Offering will have no effect upon such\nParticipant's eligibility to participate in any other Offerings under the Plan\nbut such Participant will be required to deliver a new participation agreement\nin order to participate in subsequent Offerings under the Plan.\n\n     (c) Rights granted pursuant to any Offering under the Plan shall terminate\nimmediately upon cessation of any participating Employee's employment with the\nCompany or a designated Affiliate for any reason (subject to any post-employment\nparticipation period required by law) or other lack of eligibility. The Company\nshall distribute to such terminated Employee all of his or her accumulated\npayroll deductions (reduced to the extent, if any, such deductions have been\nused to acquire Shares for the terminated Employee) under the Offering, without\ninterest unless otherwise specified in the Offering. If the accumulated payroll\ndeductions have been deposited with the Company's general funds, then the\ndistribution shall be made from the general funds of the Company, without\ninterest. If the accumulated payroll deductions have been deposited in a\nseparate account with a financial institution as provided in subparagraph 8(a),\nthen the distribution shall be made from the separate account, without interest\nunless otherwise specified in the Offering.\n\n     (d) Rights granted under the Plan shall not be transferable by a\nParticipant otherwise than by will or the laws of descent and distribution, or\nby a beneficiary designation as provided in paragraph 15 and, otherwise during\nhis or her lifetime, shall be exercisable only by the person to whom such Rights\nare granted.\n\n9.  Exercise.\n\n     (a) On each Purchase Date specified therefor in the relevant Offering, each\nParticipant's accumulated payroll deductions and other additional payments\nspecifically provided for in the Offering (without any increase for interest)\nwill be applied to the purchase of Shares up to the maximum amount of Shares\npermitted pursuant to the terms of the Plan and the applicable Offering, at the\npurchase price specified in the Offering. No fractional Shares shall be issued\nupon the exercise of Rights granted under the Plan unless specifically provided\nfor in the Offering.\n\n     (b) Unless otherwise specifically provided in the Offering, the amount, if\nany, of accumulated payroll deductions remaining in any Participant's account\nafter the purchase of Shares that is equal to the amount required to purchase\none or more whole Shares on the final Purchase Date of the Offering shall be\ndistributed in full to the Participant at the end of the Offering, without\ninterest. If the accumulated payroll deductions have been deposited with the\nCompany's general funds, then the distribution shall be made from the general\nfunds of the Company, without interest. If the accumulated payroll deductions\nhave been deposited in a separate account with a financial institution as\nprovided in subparagraph 8(a), then the distribution shall be made from the\nseparate account, without interest unless otherwise specified in the Offering.\n\n                                     - 8 -\n\n \n     (c) No Rights granted under the Plan may be exercised to any extent unless\nthe Shares to be issued upon such exercise under the Plan (including Rights\ngranted thereunder) are covered by an effective registration statement pursuant\nto the Securities Act and the Plan is in material compliance with all applicable\nstate, foreign and other securities and other laws applicable to the Plan. If on\na Purchase Date in any Offering hereunder the Plan is not so registered or in\nsuch compliance, no Rights granted under the Plan or any Offering shall be\nexercised on such Purchase Date, and the Purchase Date shall be delayed until\nthe Plan is subject to such an effective registration statement and such\ncompliance, except that the Purchase Date shall not be delayed more than twelve\n(12) months and the Purchase Date shall in no event be more than twenty-seven\n(27) months from the Offering Date. If, on the Purchase Date of any Offering\nhereunder, as delayed to the maximum extent permissible, the Plan is not\nregistered and in such compliance, no Rights granted under the Plan or any\nOffering shall be exercised and all payroll deductions accumulated during the\nOffering (reduced to the extent, if any, such deductions have been used to\nacquire Shares) shall be distributed to the Participants, without interest\nunless otherwise specified in the Offering. If the accumulated payroll\ndeductions have been deposited with the Company's general funds, then the\ndistribution shall be made from the general funds of the Company, without\ninterest. If the accumulated payroll deductions have been deposited in a\nseparate account with a financial institution as provided in subparagraph 8(a),\nthen the distribution shall be made from the separate account, without interest\nunless otherwise specified in the Offering.\n\n10.  Covenants of the Company.\n\n     (a) During the terms of the Rights granted under the Plan, the Company\nshall ensure that the amount of Shares required to satisfy such Rights are\navailable.\n\n     (b) The Company shall seek to obtain from each federal, state, foreign or\nother regulatory commission or agency having jurisdiction over the Plan such\nauthority as may be required to issue and sell Shares upon exercise of the\nRights granted under the Plan. If, after reasonable efforts, the Company is\nunable to obtain from any such regulatory commission or agency the authority\nwhich counsel for the Company deems necessary for the lawful issuance and sale\nof Shares under the Plan, the Company shall be relieved from any liability for\nfailure to issue and sell Shares upon exercise of such Rights unless and until\nsuch authority is obtained.\n\n11.  Use of Proceeds from Shares.\n\n  Proceeds from the sale of Shares pursuant to Rights granted under the Plan\nshall constitute general funds of the Company.\n\n12.  Rights as a Stockholder.\n\n  A Participant shall not be deemed to be the holder of, or to have any of the\nrights of a holder with respect to, Shares subject to Rights granted under the\nPlan unless and until the Participant's Shares acquired upon exercise of Rights\nunder the Plan are recorded in the books of the Company.\n\n                                     - 9 -\n\n \n13.  Adjustments upon Changes in Securities.\n\n     (a) If any change is made in the Shares subject to the Plan, or subject to\nany Right, without the receipt of consideration by the Company (through merger,\nconsolidation, reorganization, recapitalization, reincorporation, stock\ndividend, dividend in property other than cash, stock split, liquidating\ndividend, combination of shares, exchange of shares, change in corporate\nstructure or other transaction not involving the receipt of consideration by the\nCompany), the Plan will be appropriately adjusted in the class(es) and maximum\nnumber of Shares subject to the Plan pursuant to subparagraph 4(a), and the\noutstanding Rights will be appropriately adjusted in the class(es), number of\nShares and purchase limits of such outstanding Rights. The Board shall make such\nadjustments, and its determination shall be final, binding and conclusive. (The\nconversion of any convertible securities of the Company shall not be treated as\na transaction that does not involve the receipt of consideration by the\nCompany.)\n\n     (b) In the event of: (i) a dissolution, liquidation, or sale of all or\nsubstantially all of the assets of the Company; (ii) a merger or consolidation\nin which the Company is not the surviving corporation; or (iii) a reverse merger\nin which the Company is the surviving corporation but the Shares outstanding\nimmediately preceding the merger are converted by virtue of the merger into\nother property, whether in the form of securities, cash or otherwise, then: (1)\nany surviving or acquiring corporation shall assume Rights outstanding under the\nPlan or shall substitute similar rights (including a right to acquire the same\nconsideration paid to Stockholders in the transaction described in this\nsubparagraph 13(b)) for those outstanding under the Plan, or (2) in the event\nany surviving or acquiring corporation refuses to assume such Rights or to\nsubstitute similar rights for those outstanding under the Plan, then, as\ndetermined by the Board in its sole discretion such Rights may continue in full\nforce and effect or the Participants' accumulated payroll deductions (exclusive\nof any accumulated interest which cannot be applied toward the purchase of\nShares under the terms of the Offering) may be used to purchase Shares\nimmediately prior to the transaction described above under the ongoing Offering\nand the Participants' Rights under the ongoing Offering thereafter terminated.\n\n14.  Amendment of the Plan.\n\n     (a) The Board at any time, and from time to time, may amend the Plan.\nHowever, except as provided in paragraph 13 relating to adjustments upon changes\nin securities and except as to minor amendments to benefit the administration of\nthe Plan, to take account of a change in legislation or to obtain or maintain\nfavorable tax, exchange control or regulatory treatment for Participants or the\nCompany or any Affiliate, no amendment shall be effective unless approved by the\nstockholders of the Company to the extent stockholder approval is necessary for\nthe Plan to satisfy the requirements of Section 423 of the Code, Rule 16b-3\nunder the Exchange Act and any Nasdaq or other securities exchange listing\nrequirements. Currently under the Code, stockholder approval within twelve (12)\nmonths before or after the adoption of the amendment is required where the\namendment will:\n\n        (i)  Increase the amount of Shares reserved for Rights under the Plan;\n\n                                     - 10 -\n\n \n        (ii) Modify the provisions as to eligibility for participation in the\nPlan to the extent such modification requires stockholder approval in order for\nthe Plan to obtain employee stock purchase plan treatment under Section 423 of\nthe Code or to comply with the requirements of Rule 16b-3; or\n\n\n        (iii) Modify the Plan in any other way if such modification requires\nstockholder approval in order for the Plan to obtain employee stock purchase\nplan treatment under Section 423 of the Code or to comply with the requirements\nof Rule 16b-3.\n\n     (b) It is expressly contemplated that the Board may amend the Plan in any\nrespect the Board deems necessary or advisable to provide Employees with the\nmaximum benefits provided or to be provided under the provisions of the Code and\nthe regulations promulgated thereunder relating to Employee Stock Purchase Plans\nand\/or to bring the Plan and\/or Rights granted under it into compliance\ntherewith.\n\n     (c) Rights and obligations under any Rights granted before amendment of the\nPlan shall not be impaired by any amendment of the Plan, except with the consent\nof the person to whom such Rights were granted, or except as necessary to comply\nwith any laws or governmental regulations, or except as necessary to ensure that\nthe Plan and\/or Rights granted under the Plan comply with the requirements of\nSection 423 of the Code.\n\n15.  Designation of Beneficiary.\n\n     (a) A Participant may file a written designation of a beneficiary who is to\nreceive any Shares and\/or cash, if any, from the Participant's account under the\nPlan in the event of such Participant's death subsequent to the end of an\nOffering but prior to delivery to the Participant of such Shares and cash. In\naddition, a Participant may file a written designation of a beneficiary who is\nto receive any cash from the Participant's account under the Plan in the event\nof such Participant's death during an Offering.\n\n     (b) The Participant may change such designation of beneficiary at any time\nby written notice. In the event of the death of a Participant and in the absence\nof a beneficiary validly designated under the Plan who is living at the time of\nsuch Participant's death, the Company shall deliver such Shares and\/or cash to\nthe executor or administrator of the estate of the Participant, or if no such\nexecutor or administrator has been appointed (to the knowledge of the Company),\nthe Company, in its sole discretion, may deliver such Shares and\/or cash to the\nspouse or to any one or more dependents or relatives of the Participant, or if\nno spouse, dependent or relative is known to the Company, then to such other\nperson as the Company may designate.\n\n16.  Termination or Suspension of the Plan.\n      \n      (a) The Board in its discretion may suspend or terminate the Plan at any\ntime. Unless sooner terminated, the Plan shall terminate at the time that all of\nthe Shares subject to the Plan's reserve, as increased and\/or adjusted from time\nto time, have been issued under the terms of the\n\n                                     - 11 -\n\n \nPlan. No Rights may be granted under the Plan while the Plan is suspended or\nafter it is terminated.\n\n     (b) Rights and obligations under any Rights granted while the Plan is in\neffect shall not be impaired by suspension or termination of the Plan, except as\nexpressly provided in the Plan or with the consent of the person to whom such\nRights were granted, or except as necessary to comply with any laws or\ngovernmental regulation, or except as necessary to ensure that the Plan and\/or\nRights granted under the Plan comply with the requirements of Section 423 of the\nCode.\n\n17.  Effective Date of Plan.\n\n  The Plan shall become effective as determined by the Board, but no Rights\ngranted under the Plan shall be exercised unless and until the Plan has been\napproved by the stockholders of the Company within twelve (12) months before or\nafter the date the Plan is adopted by the Board, which date may be prior to the\neffective date set by the Board.\n\n                                     - 12 -\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7299],"corporate_contracts_industries":[9407],"corporate_contracts_types":[9539,9545],"class_list":["post-38378","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-dendreon-corp","corporate_contracts_industries-drugs__pharma","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\/38378","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=38378"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38378"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38378"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38378"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}