{"id":38382,"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-marketwatch-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-employee-stock-purchase-plan-marketwatch-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-employee-stock-purchase-plan-marketwatch-com-inc.html","title":{"rendered":"2000 Employee Stock Purchase Plan – MarketWatch.com Inc."},"content":{"rendered":"
<\/b>
MARKETWATCH.COM, INC.<\/p>\n
2000 EMPLOYEE STOCK PURCHASE PLAN<\/p>\n
<\/p>\n
As Adopted July 12, 2000<\/p>\n
<\/p>\n
\t1.  Establishment of Plan<\/b>.  MarketWatch.com, Inc. (the 'Company<\/i><\/b>') proposes to \ngrant options for purchase of the Company's Common Stock to eligible employees of the Company and its Participating Subsidiaries (as \nhereinafter defined) pursuant to this Employee Stock Purchase Plan (this 'Plan<\/i><\/b>').  For purposes of this Plan, \n'Parent Corporation<\/i><\/b>' and 'Subsidiary<\/i><\/b>' shall have the same meanings as 'parent \ncorporation' and 'subsidiary corporation' in Sections 424(e) and 424(f), respectively, of the Internal Revenue Code of \n1986, as amended (the 'Code<\/i><\/b>').  'Participating Subsidiaries<\/i><\/b>' are Parent Corporations \nor Subsidiaries that the Board of Directors of the Company (the 'Board<\/i><\/b>') designates from time to time as \ncorporations that shall participate in this Plan.  The Company intends this Plan to qualify as an 'employee stock purchase \nplan' under Section 423 of the Code (including any amendments to or replacements of such Section), and this Plan shall be so \nconstrued.  Any term not expressly defined in this Plan but defined for purposes of Section 423 of the Code shall have the same \ndefinition herein.  A total of 500,000 shares of the Company's Common Stock is reserved for issuance under this Plan.  In addition, \non each January 1, the aggregate number of shares of the Company's Common Stock reserved for issuance under the Plan shall be \nincreased automatically by a number of shares purchased under the Plan in the preceding calendar year; provided<\/u> that the Board \nor the Committee may in its sole discretion reduce the amount of the increase in any particular year. Such number shall be subject to \nadjustments effected in accordance with Section 14 of this Plan.<\/p>\n
<\/p>\n
\t2.  Purpose<\/b>.  The purpose of this Plan is to provide eligible employees of the Company and \nParticipating Subsidiaries with a convenient means of acquiring an equity interest in the Company through payroll deductions, to \nenhance such employees' sense of participation in the affairs of the Company and Participating Subsidiaries, and to provide an \nincentive for continued employment.<\/p>\n
<\/p>\n
\t3.  Administration<\/b>.  This Plan shall be administered by the Compensation Committee of the Board (the \n'Committee<\/i><\/b>').  Subject to the provisions of this Plan and the limitations of Section 423 of the Code or any \nsuccessor provision in the Code, all questions of interpretation or application of this Plan shall be determined by the Committee and \nits decisions shall be final and binding upon all participants.  Members of the Committee shall receive no compensation for their \nservices in connection with the administration of this Plan, other than standard fees as established from time to time by the Board \nfor services rendered by Board members serving on Board committees.  All expenses incurred in connection with the administration of \nthis Plan shall be paid by the Company.<\/p>\n<\/b>
<\/p>\n
\t4.  Eligibility<\/b>.  Any employee of the Company or the Participating Subsidiaries is eligible to \nparticipate in an Offering Period (as hereinafter defined) under this Plan except the following:<\/p>\n
<\/p>\n
(a) employees who are not employed by the Company or a Participating Subsidiary prior to the beginning of such \nOffering Period;<\/p>\n
(b)  employees who are customarily employed for twenty (20) hours or less per week;<\/p>\n
(c)  employees who are customarily employed for five (5) months or less in a calendar year;<\/p>\n
(d)  employees who, together with any other person whose stock would be attributed to such employee pursuant to \nSection 424(d) of the Code, own stock or hold options to purchase stock possessing five percent (5%) or more of the total combined \nvoting power or value of all classes of stock of the Company or any of its Participating Subsidiaries or who, as a result of being \ngranted an option under this Plan with respect to such Offering Period, would own stock or hold options to purchase stock possessing \nfive percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any of its \nParticipating Subsidiaries; and<\/p>\n
(e)  individuals who provide services to the Company or any of its Participating Subsidiaries as independent \ncontractors who are reclassified as common law employees for any reason except<\/u> for<\/u> federal income and employment tax \npurposes.<\/p>\n<\/i><\/b>
<\/p>\n
\t5.  Offering Dates.  <\/i>The offering periods of this Plan (each, an 'Offering \nPeriod<\/i><\/b>') shall be of six (6) <\/i>months duration commencing on <\/b>February 15 and August 15 of each year and \nending on August 14 and February 14 of each year during which payroll deductions of the participants are accumulated under this Plan.  \nThe first business day of each Offering Period is referred to as the 'Offering Date<\/i><\/b>'.  The last business day \nof each Offering Period is referred to as the 'Purchase Date<\/i><\/b>'.  The Committee shall have the power to change \nthe Offering Dates, the Purchase Dates and the duration of Offering Periods without stockholder approval if such change is announced \nprior to the relevant Offering Period, or prior to such other time period as specified by the Committee.<\/p>\n
<\/p>\n
\t6.  Participation in this Plan<\/b>.  Eligible employees may become participants in an Offering Period under \nthis Plan on the first Offering Date after satisfying the eligibility requirements by delivering a subscription agreement to the \nCompany's Human Resource Department (the 'Human Resource Department<\/i><\/b>') Company prior to such Offering Date, or \nsuch other time period as specified by the Committee.  Notwithstanding the foregoing, the Committee may set a later time for filing \nthe subscription agreement authorizing payroll deductions for all eligible employees with respect to a given Offering Period.  An \neligible employee who does not deliver a subscription agreement to the Human Resource Department by such date after becoming eligible \nto participate in such Offering Period shall not participate in that Offering Period or any subsequent Offering Period unless such \nemployee enrolls in this Plan by filing a subscription agreement with the Human Resource Department prior to such Offering Date, or \nsuch other time period as specified by the Committee.  Once an employee becomes a participant in an Offering Period, such employee \nwill automatically participate in the Offering Period commencing immediately following the last day of the prior Offering Period \nunless the employee withdraws or is deemed to withdraw from this Plan or terminates further participation in the Offering Period as \nset forth in Section 11 below.  Such participant is not required to file any additional subscription agreement in order to continue \nparticipation in this Plan.  <\/p>\n
<\/p>\n
\t7.  Grant of Option on Enrollment<\/b>.  Enrollment by an eligible employee in this Plan with respect to an \nOffering Period will constitute the grant (as of the Offering Date) by the Company to such employee of an option to purchase on the \nPurchase Date up to that number of shares of Common Stock of the Company determined by dividing (a) the amount accumulated in \nsuch employee's payroll deduction account during such Offering Period by (b) the lower of (i) eighty-five percent (85%) of \nthe fair market value of a share of the Company's Common Stock on the Offering Date (but in no event less than the par value of a \nshare of the Company's Common Stock), or (ii) eighty-five percent (85%) of the fair market value of a share of the Company's \nCommon Stock on the Purchase Date (but in no event less than the par value of a share of the Company's Common Stock), provided, \nhowever<\/u>, that the number of shares of the Company's Common Stock subject to any option granted pursuant to this Plan shall not \nexceed the maximum number of shares set by the Committee pursuant to Section 10(b) below with respect to the applicable Purchase \nDate.  The fair market value of a share of the Company's Common Stock shall be determined as provided in Section 8 below.<\/p>\n
<\/p>\n
\t8.  Purchase Price<\/b>.  The purchase price per share at which a share of Common Stock will be sold in any \nOffering Period shall be eighty-five percent (85%) of the lesser of:<\/p>\n
<\/p>\n
\t(a)  The fair market value on the Offering Date; or<\/p>\n
<\/p>\n
\t(b)  The fair market value on the Purchase Date.<\/b><\/p>\n
\tFor purposes of this Plan, the term 'Fair Market Value<\/i><\/b>' means, as of any date, the \nvalue of a share of the Company's Common Stock determined as follows:<\/p>\n
<\/p>
\n\n\n\n\n\n\n
\t(a)\tif such Common Stock is then quoted on the Nasdaq National Market, its closing price on the Nasdaq \nNational Market on the date of determination;<\/p>\n
<\/p>\n
\t(b)\tif such Common Stock is publicly traded and is then listed on a national securities exchange, its \nclosing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or \nadmitted to trading;<\/p>\n
<\/p>\n
\t(c)\tif such Common Stock is publicly traded but is not quoted on the Nasdaq National Market nor listed or \nadmitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination; \nor<\/p>\n
<\/p>\n
\t(d)\tif none of the foregoing is applicable, by the Board in good faith.<\/p>\n<\/u>
<\/p><\/dir>\n<\/dir>\n<\/dir>\n<\/dir>\n<\/dir>\n<\/dir>\n\n<\/b>
\t9.  Payment Of Purchase Price; Changes In Payroll Deductions; Issuance Of Shares.  <\/p>\n
<\/p>\n
\t(a)  The purchase price of the shares is accumulated by regular payroll deductions made during each \nOffering Period.  The deductions are made as a percentage of the participant's compensation in one percent (1%) increments not less \nthan one percent (1%), nor greater than fifteen percent (15%) or such lower limit set by the Committee.  Compensation shall mean all \nW-2 cash compensation, including, but not limited to, base salary, wages, commissions, overtime and shift premiums, provided<\/u>, \nhowever<\/u>, that for purposes of determining a participant's compensation, any election by such participant to reduce his or her \nregular cash remuneration under Sections 125 or 401(k) of the Code shall be treated as if the participant did not make such election.  \nPayroll deductions shall commence on the first payday of the Offering Period and shall continue to the end of the Offering Period \nunless sooner altered or terminated as provided in this Plan.<\/p>\n
<\/p>\n
\t(b)  A participant may increase or decrease the rate of payroll deductions during an Offering Period by filing \nwith the Human Resource Department a new authorization for payroll deductions, in which case the new rate shall become effective for \nthe next payroll period commencing after the Human Resource Department's receipt of the authorization and shall continue for the \nremainder of the Offering Period unless changed as described below.  Such change in the rate of payroll deductions may be made at any \ntime during an Offering Period, but not more than one (1) change may be made effective during any Offering Period.  A participant may \nincrease or decrease the rate of payroll deductions for any subsequent Offering Period by filing with the Human Resource Department a \nnew authorization for payroll deductions prior to the beginning of such Offering Period, or prior to such other time period as \nspecified by the Committee.<\/p>\n
<\/p>\n
\t(c)  A participant may reduce his or her payroll deduction percentage to zero during an Offering Period by \nfiling with the Human Resource Department a request for cessation of payroll deductions.  Such reduction shall be effective beginning \nwith the next payroll period after the Human Resource Department's receipt of the request and no further payroll deductions will be \nmade for the duration of the Offering Period.  Payroll deductions credited to the participant's account prior to the effective date \nof the request shall be used to purchase shares of Common Stock of the Company in accordance with Section (e) below.  A \nparticipant may not resume making payroll deductions during the Offering Period in which he or she reduced his or her payroll \ndeductions to zero.<\/p>\n
<\/p>\n
\t(d)  All payroll deductions made for a participant are credited to his or her account under this Plan and are \ndeposited with the general funds of the Company.  No interest accrues on the payroll deductions.  All payroll deductions received or \nheld by the Company may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such \npayroll deductions.<\/p>\n
<\/p>\n
\t(e)  On each Purchase Date, so long as this Plan remains in effect and provided that the participant has not \nsubmitted a signed and completed withdrawal form before that date which notifies the Company that the participant wishes to withdraw \nfrom that Offering Period under this Plan and have all payroll deductions accumulated in the account maintained on behalf of the \nparticipant as of that date returned to the participant, the Company shall apply the funds then in the participant's account to the \npurchase of whole shares of Common Stock reserved under the option granted to such participant with respect to the Offering Period to \nthe extent that such option is exercisable on the Purchase Date.  The purchase price per share shall be as specified in Section 8 of \nthis Plan.  Any cash remaining in a participant's account after such purchase of shares shall be refunded to such participant in \ncash, without interest; provided, however that any amount remaining in such participant's account on a Purchase Date which is less \nthan the amount necessary to purchase a full share of Common Stock of the Company shall be carried forward, without interest, into \nthe next Offering Period, as the case may be.  In the event that this Plan has been oversubscribed, all funds not used to purchase \nshares on the Purchase Date shall be returned to the participant, without interest.  No Common Stock shall be purchased on a Purchase \nDate on behalf of any employee whose participation in this Plan has terminated prior to such Purchase Date.<\/p>\n
<\/p>\n
\t(f)  As promptly as practicable after the Purchase Date, the Company shall issue shares for the participant's \nbenefit representing the shares purchased upon exercise of his or her option.<\/p>\n
<\/p>\n
\t(g)  During a participant's lifetime, his or her option to purchase shares hereunder is exercisable only by \nhim or her.  The participant will have no interest or voting right in shares covered by his or her option until such option has been \nexercised. <\/p>\n<\/b>
<\/p>\n
\t10.  Limitations on Shares to be Purchased.<\/p>\n
<\/p>\n
\t(a)  No participant shall be entitled to purchase stock under this Plan at a rate which, when aggregated with \nhis or her rights to purchase stock under all other employee stock purchase plans of the Company or any Subsidiary, exceeds $25,000 \nin fair market value, determined as of the Offering Date (or such other limit as may be imposed by the Code) for each calendar year \nin which the employee participates in this Plan.  The Company shall automatically suspend the payroll deductions of any participant \nas necessary to enforce such limit provided that when the Company automatically resumes such payroll deductions, the Company must \napply the rate in effect immediately prior to such suspension.<\/p>\n
<\/p>\n
\t(b)  No participant shall be entitled to purchase more than the Maximum Share Amount (as defined below) on any \nsingle Purchase Date.  Prior to the commencement of any Offering Period or prior to such time period as specified by the Committee, \nthe Committee may, in its sole discretion, set a maximum number of shares which may be purchased by any employee at any single \nPurchase Date (hereinafter the 'Maximum Share Amount<\/i><\/b>'). <\/b> Until otherwise determined by the Committee, \nthere shall be no Maximum Share Amount.  If a new Maximum Share Amount is set, then all participants must be notified of such Maximum \nShare Amount prior to the commencement of the next Offering Period.  The Maximum Share Amount shall continue to apply with respect to \nall succeeding Purchase Dates and Offering Periods unless revised by the Committee as set forth above.<\/p>\n
<\/p>\n
\t(c)  If the number of shares to be purchased on a Purchase Date by all employees participating in this Plan \nexceeds the number of shares then available for issuance under this Plan, then the Company will make a pro rata allocation of the \nremaining shares in as uniform a manner as shall be reasonably practicable and as the Committee shall determine to be equitable.  In \nsuch event, the Company shall give written notice of such reduction of the number of shares to be purchased under a participant's \noption to each participant affected. <\/p>\n
<\/p>\n
\t(d)  Any payroll deductions accumulated in a participant's account which are not used to purchase stock due to \nthe limitations in this Section 10 shall be returned to the participant as soon as practicable after the end of the applicable \nOffering Period, without interest.<\/p>\n<\/b>
\t11.  Withdrawal.<\/p>\n
\t(a)  Each participant may withdraw from an Offering Period under this Plan by signing and delivering to \nthe Human Resource Department a written notice to that effect on a form provided for such purpose.  Such withdrawal may be elected at \nany time prior to the end of an Offering Period, or such other time period as specified by the Committee.<\/p>\n
\t(b)  Upon withdrawal from this Plan, the accumulated payroll deductions shall be returned to the withdrawn \nparticipant, without interest, and his or her interest in this Plan shall terminate.  In the event a participant voluntarily elects \nto withdraw from this Plan, he or she may not resume his or her participation in this Plan during the same Offering Period, but he or \nshe may participate in any Offering Period under this Plan which commences on a date subsequent to such withdrawal by filing a new \nauthorization for payroll deductions in the same manner as set forth in Section 6 above for initial participation in this Plan.<\/p>\n
<\/p>\n
\t12.  Termination of Employment.<\/b>  Termination of a participant's employment for any reason, including \nretirement, death or the failure of a participant to remain an eligible employee of the Company or of a Participating Subsidiary, \nimmediately terminates his or her participation in this Plan.  In such event, the payroll deductions credited to the participant's \naccount will be returned to him or her or, in the case of his or her death, to his or her legal representative, without interest.  \nFor purposes of this Section 12, an employee will not be deemed to have terminated employment or failed to remain in the continuous \nemploy of the Company or of a Participating Subsidiary in the case of sick leave, military leave, or any other leave of absence \napproved by the Board; provided<\/u> that such leave is for a period of not more than ninety (90) days or reemployment upon the \nexpiration of such leave is guaranteed by contract or statute.<\/p>\n
<\/p>\n
\t13.  Return of Payroll Deductions<\/b>.  In the event a participant's interest in this Plan is terminated by \nwithdrawal, termination of employment or otherwise, or in the event this Plan is terminated by the Board, the Company shall deliver \nto the participant all payroll deductions credited to such participant's account.  No interest shall accrue on the payroll deductions \nof a participant in this Plan.<\/p>\n
<\/p>\n
\t14.  Capital Changes<\/b>.  Subject to any required action by the stockholders of the Company, the number of \nshares of Common Stock covered by each option under this Plan which has not yet been exercised and the number of shares of Common \nStock which have been authorized for issuance under this Plan but have not yet been placed under option (collectively, the \n'Reserves<\/i><\/b>'), as well as the price per share of Common Stock covered by each option under this Plan which has \nnot yet been exercised, shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding shares \nof Common Stock of the Company resulting from a stock split or the payment of a stock dividend (but only on the Common Stock) or any \nother increase or decrease in the number of issued and outstanding shares of Common Stock effected without receipt of any \nconsideration by the Company; provided, however<\/u>, that conversion of any convertible securities of the Company shall not be \ndeemed to have been 'effected without receipt of consideration'.  Such adjustment shall be made by the Committee,<\/b> \nwhose determination shall be final, binding and conclusive.  Except as expressly provided herein, no issue by the Company of shares \nof stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof \nshall be made with respect to, the number or price of shares of Common Stock subject to an option.<\/p>\n
<\/p>\n
\tIn the event of the proposed dissolution or liquidation of the Company, the Offering Period will terminate \nimmediately prior to the consummation of such proposed action, unless otherwise provided by the Committee.  The Committee may, in the \nexercise of its sole discretion in such instances, declare that this Plan shall terminate as of a date fixed by the Committee and \ngive each participant the right to purchase shares under this Plan prior to such termination.  In the event of (i) a merger or \nconsolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned \nsubsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial \nchange in the stockholders of the Company or their relative stock holdings and the options under this Plan are assumed, converted or \nreplaced by the successor corporation, which assumption will be binding on all participants), (ii) a merger in which the Company \nis the surviving corporation but after which the stockholders of the Company immediately prior to such merger (other than any \nstockholder that merges, or which owns or controls another corporation that merges, with the Company in such merger) cease to own \ntheir shares or other equity interest in the Company, (iii) the sale of all or substantially all of the assets of the Company or \n(iv) the acquisition, sale, or transfer of more than 50% of the outstanding shares of the Company by tender offer or similar \ntransaction, the Plan will continue with regard to Offering Periods that commenced prior to the closing of the proposed transaction \nand shares will be purchased based on the Fair Market Value of the surviving corporation's stock on each Purchase Date, unless \notherwise provided by the Committee consistent with pooling of interests accounting treatment.<\/p>\n
<\/p>\n
\tThe Committee may, if it so determines in the exercise of its sole discretion, also make provision for \nadjusting the Reserves, as well as the price per share of Common Stock covered by each outstanding option, in the event that the \nCompany effects one or more reorganizations, recapitalizations, rights offerings or other increases or reductions of shares of its \noutstanding Common Stock, or in the event of the Company being consolidated with or merged into any other corporation.<\/p>\n
<\/p>\n
\t15.  Nonassignability<\/b>.  Neither payroll deductions credited to a participant's account nor any rights \nwith regard to the exercise of an option or to receive shares under this Plan may be assigned, transferred, pledged or otherwise \ndisposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 22 below) by the \nparticipant.  Any such attempt at assignment, transfer, pledge or other disposition shall be void and without effect.<\/p>\n
<\/p>\n
\t16.  Reports<\/b>.  Individual accounts will be maintained for each participant in this Plan.  Each \nparticipant shall receive promptly after the end of each Offering Period a report of his or her account setting forth the total \npayroll deductions accumulated, the number of shares purchased, the per share price thereof and the remaining cash balance, if any, \ncarried forward to the next Offering Period, as the case may be.<\/p>\n
<\/p>\n
\t17.  Notice of Disposition<\/b>.  Each participant shall notify the Company in writing if the participant \ndisposes of any of the shares purchased in any Offering Period pursuant to this Plan if such disposition occurs within two (2) years \nfrom the Offering Date or within one (1) year from the Purchase Date on which such shares were purchased (the \n'Notice Period<\/i><\/b>').  The Company may, at any time during the Notice Period, place a legend or legends on \nany certificate representing shares acquired pursuant to this Plan requesting the Company's transfer agent to notify the Company of \nany transfer of the shares.  The obligation of the participant to provide such notice shall continue notwithstanding the placement of \nany such legend on the certificates.<\/p>\n
<\/p>\n
\t18.  No Rights to Continued Employment<\/b>.  Neither this Plan nor the grant of any option hereunder shall \nconfer any right on any employee to remain in the employ of the Company or any Participating Subsidiary, or restrict the right of the \nCompany or any Participating Subsidiary to terminate such employee's employment.<\/p>\n
\t19.  Equal Rights And Privileges<\/b>.  All eligible employees shall have equal rights and privileges with \nrespect to this Plan so that this Plan qualifies as an 'employee stock purchase plan' within the meaning of Section 423 or \nany successor provision of the Code and the related regulations.  Any provision of this Plan which is inconsistent with Section 423 \nor any successor provision of the Code shall, without further act or amendment by the Company, the Committee or the Board, be \nreformed to comply with the requirements of Section 423.  This Section 19 shall take precedence over all other provisions in \nthis Plan.<\/p>\n
<\/p>\n
\t20.  Notices<\/b>.  All notices or other communications by a participant to the Company under or in \nconnection with this Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, \nor by the person, designated by the Company for the receipt thereof.<\/p>\n
<\/p>\n
\t21. Term; Stockholder Approval.<\/b>  After this Plan is adopted by the Board, this Plan will become \neffective on August 15, 2000.  This Plan shall be approved by the stockholders of the Company, in any manner permitted by applicable \ncorporate law, within twelve (12) months before or after the date this Plan is adopted by the Board.  No purchase of shares pursuant \nto this Plan shall occur prior to such stockholder approval.  This Plan shall continue until the earlier to occur of (a) termination \nof this Plan by the Board (which termination may be effected by the Board at any time), (b) issuance of all of the shares of Common \nStock reserved for issuance under this Plan, or (c) ten (10) years from the adoption of this Plan by the Board.<\/p>\n
<\/p>\n
\t22.  Designation of Beneficiary<\/b>.<\/p>\n
<\/p>\n
\t(a)  A participant may file a written designation of a beneficiary who is to receive any shares and cash, if \nany, from the participant's account under this Plan in the event of such participant's death subsequent to the end of an Offering \nPeriod but prior to delivery to him of such shares and cash.  In addition, a participant may file a written designation of a \nbeneficiary who is to receive any cash from the participant's account under this Plan in the event of such participant's death prior \nto a Purchase Date.<\/p>\n
<\/p>\n
\t(b)  Such designation of beneficiary may be changed by the participant at any time by written notice.  In the \nevent of the death of a participant and in the absence of a beneficiary validly designated under this Plan who is living at the time \nof such participant's death, the Company shall deliver such shares or cash to the executor or administrator of the estate of the \nparticipant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its \ndiscretion, may deliver such shares or cash to the spouse or to any one or more dependents or relatives of the participant, or if no \nspouse, dependent or relative is known to the Company, then to such other person as the Company may designate.<\/p>\n
<\/p>\n
\t23.  Conditions Upon Issuance of Shares; Limitation on Sale of Shares<\/b>.  Shares shall not be issued with \nrespect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply \nwith all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, \nthe Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock \nexchange or automated quotation system upon which the shares may then be listed, and shall be further subject to the approval of \ncounsel for the Company with respect to such compliance.<\/p>\n
<\/p>\n
\t24.  Applicable Law<\/b>.  The Plan shall be governed by the substantive laws (excluding the conflict of \nlaws rules) of the State of California.<\/p>\n
<\/p>\n
\t25.  Amendment or Termination of this Plan<\/b>.  The Board may at any time amend, terminate or extend the \nterm of this Plan, except that any such termination cannot affect options previously granted under this Plan, nor may any amendment \nmake any change in an option previously granted which would adversely affect the right of any participant, nor may any amendment be \nmade without approval of the stockholders of the Company obtained in accordance with Section 21 above within twelve (12) months of \nthe adoption of such amendment (or earlier if required by Section 21) if such amendment would:<\/p>\n
(a)\tincrease the number of shares that may be issued under this Plan; or<\/p>\n
(b)\tchange the designation of the employees (or class of employees) eligible for participation in this Plan. \n<\/p>\n
Notwithstanding the foregoing, the Board may make such amendments to the Plan as the Board determines to be \nadvisable, if the continuation of the Plan or any Offering Period would result in financial accounting treatment for the Plan that is \ndifferent from the financial accounting treatment in effect on the date this Plan is adopted by the Board.<\/p> \n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8132],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9545],"class_list":["post-38382","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-marketwatchcom-inc","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\/38382","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=38382"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38382"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38382"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38382"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}