{"id":38389,"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-equity-incentive-plan-dendreon-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-equity-incentive-plan-dendreon-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-equity-incentive-plan-dendreon-corp.html","title":{"rendered":"2000 Equity Incentive Plan &#8211; Dendreon Corp."},"content":{"rendered":"<pre>\n                             DENDREON CORPORATION\n\n                          2000 EQUITY INCENTIVE PLAN\n\n                             Adopted March 1, 2000\n                Approved By Stockholders May 1, 2000\n                   Termination Date: February 28, 2010\n\n     AS AMENDED TO REFLECT A 1.1-FOR-1 STOCK SPLIT OF THE COMMON STOCK EFFECTED\n     JUNE 13, 2000\n\n1.   Purposes.\n\n     (a)  Amendment and Restatement of Dendreon Corporation 1996 Equity\nIncentive Plan. The Plan initially was established as the Activated Cell\nTherapy, Inc. 1996 Equity Incentive Plan (the \"1996 Equity Incentive Plan\"). The\n1996 Equity Incentive Plan hereby is amended and restated in its entirety as the\n2000 Equity Incentive Plan, effective as of the effective date of this amended\nand restated plan, as determined by the Board. The terms of the 1996 Equity\nIncentive Plan (other than the aggregate number of shares issuable thereunder)\nshall remain in effect with respect to all outstanding Options granted pursuant\nto the 1996 Equity Incentive Plan.\n\n     (b)  Eligible Stock Award Recipients. The persons eligible to receive Stock\nAwards are the Employees, Directors and Consultants of the Company and its\nAffiliates.\n\n     (c)  Available Stock Awards. The purpose of the Plan is to provide a means\nby which eligible recipients of Stock Awards may be given an opportunity to\nbenefit from increases in value of the Common Stock through the granting of the\nfollowing Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock\nOptions, (iii) stock bonuses and (iv) rights to acquire restricted stock.\n\n     (d)  General Purpose. The Company, by means of the Plan, seeks to retain\nthe services of the group of persons eligible to receive Stock Awards, to secure\nand retain the services of new members of this group and to provide incentives\nfor such persons to exert maximum efforts for the success of the Company and its\nAffiliates.\n\n2.   Definitions.\n\n     (a)  \"Affiliate\" means any parent corporation or subsidiary corporation of\nthe Company, whether now or hereafter existing, as those terms are defined in\nSections 424(e) and (f), respectively, of the Code.\n\n     (b)  \"Board\" means the Board of Directors of the Company.\n\n     (c)  \"Code\" means the Internal Revenue Code of 1986, as amended.\n\n                                       1\n\n \n     (d)  \"Committee\" means a committee of one or more members of the Board\nappointed by the Board in accordance with subsection 3(c).\n\n     (e)  \"Common Stock\" means the common stock of the Company.\n\n     (f)  \"Company\" means Dendreon Corporation, a Delaware corporation.\n\n     (g)  \"Consultant\" means any person, including an advisor, (i) engaged by\nthe Company or an Affiliate to render consulting or advisory services and who is\ncompensated for such services or (ii) who is a member of the Board of Directors\nof an Affiliate. However, the term \"Consultant\" shall not include either\nDirectors who are not compensated by the Company for their services as Directors\nor Directors who are merely paid a director's fee by the Company for their\nservices as Directors.\n\n     (h)  \"Continuous Service\" means that the Participant's service with the\nCompany or an Affiliate, whether as an Employee, Director or Consultant, is not\ninterrupted or terminated. The Participant's Continuous Service shall not be\ndeemed to have terminated merely because of a change in the capacity in which\nthe Participant renders service to the Company or an Affiliate as an Employee,\nConsultant or Director or a change in the entity for which the Participant\nrenders such service, provided that there is no interruption or termination of\nthe Participant's Continuous Service. For example, a change in status from an\nEmployee of the Company to a Consultant of an Affiliate or a Director will not\nconstitute an interruption of Continuous Service. The Board or the chief\nexecutive officer of the Company, in that party's sole discretion, may determine\nwhether Continuous Service shall be considered interrupted in the case of any\nleave of absence approved by that party, including sick leave, military leave or\nany other personal leave.\n\n     (i)  \"Covered Employee\" means the chief executive officer and the four (4)\nother highest compensated officers of the Company for whom total compensation is\nrequired to be reported to stockholders under the Exchange Act, as determined\nfor purposes of Section 162(m) of the Code.\n\n     (j)  \"Director\" means a member of the Board of Directors of the Company.\n\n     (k)  \"Disability\" means the permanent and total disability of a person\nwithin the meaning of Section 22(e)(3) of the Code.\n\n     (l)  \"Employee\" means any person employed by the Company or an Affiliate.\nMere service as a Director or payment of a director's fee by the Company or an\nAffiliate shall not be sufficient to constitute \"employment\" by the Company or\nan Affiliate.\n\n     (m)  \"Exchange Act\" means the Securities Exchange Act of 1934, as amended.\n\n     (n)  \"Fair Market Value\" means, as of any date, the value of the Common\nStock determined as follows:\n\n          (i)  If the Common Stock is listed on any established stock exchange\nor traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair\nMarket Value of a share of Common Stock shall be the closing sales price for\nsuch stock (or the closing bid, if no\n\n                                       2\n\n \nsales were reported) as quoted on such exchange or market (or the exchange or\nmarket with the greatest volume of trading in the Common Stock) on the last\nmarket trading day prior to the day of determination, as reported in The Wall\nStreet Journal or such other source as the Board deems reliable.\n\n          (ii) In the absence of such markets for the Common Stock, the Fair\nMarket Value shall be determined in good faith by the Board.\n\n     (o)  \"Incentive Stock Option\" means an Option intended to qualify as an\nincentive stock option within the meaning of Section 422 of the Code and the\nregulations promulgated thereunder.\n\n     (p)  \"Non-Employee Director\" means a Director who either (i) is not a\ncurrent Employee or Officer of the Company or its parent or a subsidiary, does\nnot receive compensation (directly or indirectly) from the Company or its parent\nor a subsidiary for services rendered as a consultant or in any capacity other\nthan as a Director (except for an amount as to which disclosure would not be\nrequired under Item 404(a) of Regulation S-K promulgated pursuant to the\nSecurities Act (\"Regulation S-K\")), does not possess an interest in any other\ntransaction as to which disclosure would be required under Item 404(a) of\nRegulation S-K and is not engaged in a business relationship as to which\ndisclosure would be required under Item 404(b) of Regulation S-K; or (ii) is\notherwise considered a \"non-employee director\" for purposes of Rule 16b-3.\n\n     (q)  \"Nonstatutory Stock Option\" means an Option not intended to qualify as\nan Incentive Stock Option.\n\n     (r)  \"Officer\" means a person who is an officer of the Company within the\nmeaning of Section 16 of the Exchange Act and the rules and regulations\npromulgated thereunder.\n\n     (s)  \"Option\" means an Incentive Stock Option or a Nonstatutory Stock\nOption granted pursuant to the Plan.\n\n     (t)  \"Option Agreement\" means a written agreement between the Company and\nan Optionholder evidencing the terms and conditions of an individual Option\ngrant. Each Option Agreement shall be subject to the terms and conditions of the\nPlan.\n\n     (u)  \"Optionholder\" means a person to whom an Option is granted pursuant to\nthe Plan or, if applicable, such other person who holds an outstanding Option.\n\n     (v)  \"Outside Director\" means a Director who either (i) is not a current\nemployee of the Company or an \"affiliated corporation\" (within the meaning of\nTreasury 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                                       3\n\n \n     (w)  \"Participant\" means a person to whom a Stock Award is granted pursuant\nto the Plan or, if applicable, such other person who holds an outstanding Stock\nAward.\n\n     (x)  \"Plan\" means this Dendreon Corporation 2000 Equity Incentive Plan.\n\n     (y)  \"Qualified Director\" means a Non-Employee Director as of the date of\nadoption of this Plan who has been invited to join the board other than in\nconnection with such Non-Employee Director's investment in the Company at the\ntime of such Non-Employee Director's election to the Board.\n\n     (z)  \"Rule 16b-3\" means Rule 16b-3 promulgated under the Exchange Act or\nany successor to Rule 16b-3, as in effect from time to time.\n\n     (aa) \"Securities Act\" means the Securities Act of 1933, as amended.\n\n     (bb) \"Stock Award\" means any right granted under the Plan, including an\nOption, a stock bonus and a right to acquire restricted stock.\n\n     (cc) \"Stock Award Agreement\" means a written agreement between the Company\nand a holder of a Stock Award evidencing the terms and conditions of an\nindividual Stock Award grant. Each Stock Award Agreement shall be subject to the\nterms and conditions of this Plan.\n\n     (dd) \"Ten Percent Stockholder\" means a person who owns (or is deemed to own\npursuant to Section 424(d) of the Code) stock possessing more than ten percent\n(10%) of the total combined voting power of all classes of stock of the Company\nor of any of its Affiliates.\n\n3.   Administration.\n\n     (a)  Administration by Board. The Board shall administer the Plan unless\nand until the Board delegates administration to a Committee, as provided in\nsubsection 3(c).\n\n     (b)  Powers of Board. The Board shall have the power, subject to, and\nwithin the limitations of, the express provisions of the Plan:\n\n          (i)   To determine from time to time which of the persons eligible\nunder the Plan shall be granted Stock Awards; when and how each Stock Award\nshall be granted; what type or combination of types of Stock Award shall be\ngranted; the provisions of each Stock Award granted (which need not be\nidentical), including the time or times when a person shall be permitted to\nreceive Common Stock pursuant to a Stock Award; and the number of shares of\nCommon Stock with respect to which a Stock Award shall be granted to each such\nperson.\n\n          (ii)  To construe and interpret the Plan and Stock Awards granted\nunder it, and to establish, amend and revoke rules and regulations for its\nadministration. The Board, in the exercise of this power, may correct any\ndefect, omission or inconsistency in the Plan or in any Stock Award Agreement,\nin a manner and to the extent it shall deem necessary or expedient to make the\nPlan fully effective.\n\n          (iii) To amend the Plan or a Stock Award as provided in Section 13.\n\n                                       4\n\n \n          (iv) Generally, to exercise such powers and to perform such acts as\nthe Board deems necessary or expedient to promote the best interests of the\nCompany which are not in conflict with the provisions of the Plan.\n\n     (c)  Delegation to Committee.\n\n          (i)  General. The Board may delegate administration of the Plan to a\nCommittee or Committees of one (1) or more members of the Board, and the term\n\"Committee\" shall apply to any person or persons to whom such authority has been\ndelegated. 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 any of\nthe administrative powers the Committee is authorized to exercise (and\nreferences in this Plan to the Board shall thereafter be to the Committee or\nsubcommittee), subject, however, to such resolutions, not inconsistent with the\nprovisions of the Plan, as may be adopted from time to time by the Board. The\nBoard may abolish the Committee at any time and revest in the Board the\nadministration of the Plan.\n\n          (ii) Committee Composition when Common Stock is Publicly Traded. At\nsuch time as the Common Stock is publicly traded, in the discretion of the\nBoard, a Committee may consist solely of two or more Outside Directors, in\naccordance with Section 162(m) of the Code, and\/or solely of two or more Non-\nEmployee Directors, in accordance with Rule 16b-3. Within the scope of such\nauthority, the Board or the Committee may (1) delegate to a committee of one or\nmore members of the Board who are not Outside Directors the authority to grant\nStock Awards to eligible persons who are either (a) not then Covered Employees\nand are not expected to be Covered Employees at the time of recognition of\nincome resulting from such Stock Award or (b) not persons with respect to whom\nthe Company wishes to comply with Section 162(m) of the Code and\/or) (2)\ndelegate to a committee of one or more members of the Board who are not Non-\nEmployee Directors the authority to grant Stock Awards to eligible persons who\nare not then subject to Section 16 of the Exchange Act.\n\n     (d)  Effect of Board's Decision. All determinations, interpretations and\nconstructions made by the Board in good faith shall not be subject to review by\nany person and shall be final, binding and conclusive on all persons.\n\n4.   Shares Subject to the Plan.\n\n     (a)  Share Reserve. Subject to the provisions of Section 12 relating to\nadjustments upon changes in Common Stock, the Common Stock that may be issued\npursuant to Stock Awards shall not exceed in the aggregate four million four\nhundred thousand (4,400,000) shares (after giving effect to any reverse stock\nsplit effected on or prior to the Effective Date and following adoption hereof,\nby way of reincorporation of the Company or otherwise (the \"Reverse Split\")) of\nthe Common Stock plus plus an annual increase to be added on the first day of\neach calendar year beginning with January 1, 2001 equal to the lesser of (i)\nfive percent (5%) of the Company's outstanding shares on such date (rounded to\nthe nearest whole share and calculated on a fully diluted basis, that is\nassuming the exercise of all outstanding stock options and warrants to purchase\ncommon stock) or (ii) five hundred fifty thousand (550,000) shares.\nNotwithstanding the foregoing, the Board may designate a smaller number of\nshares of Common Stock to be added to the share reserve as\n\n                                       5\n\n \nof a particular January 1. This share reserve shall be comprised of (i) shares\nsubject to options granted under the 1996 Equity Incentive Plan which have been\nexercised or are outstanding as of the Effective Date, plus (ii) the shares\navailable for grant under the 1996 Equity Incentive Plan as of the Effective\nDate plus (iii) an additional approximately five hundred thousand (500,000)\nshares (after giving effect to any Reverse Split on or prior to the Effective\nDate) of common stock.\n\n     (b)  Reversion of Shares to the Share Reserve. If any Stock Award shall for\nany reason expire or otherwise terminate, in whole or in part, without having\nbeen exercised in full, the shares of Common Stock not acquired under such Stock\nAward shall revert to and again become available for issuance under the Plan.\n\n     (c)  Source of Shares. The shares of Common Stock subject to the Plan may\nbe unissued shares or reacquired shares, bought on the market or otherwise.\n\n5.   Eligibility.\n\n     (a)  Eligibility for Specific Stock Awards. Incentive Stock Options may be\ngranted only to Employees. Stock Awards other than Incentive Stock Options may\nbe granted to Employees, Directors and Consultants.\n\n     (b)  Ten Percent Stockholders. A Ten Percent Stockholder shall not be\ngranted an Incentive Stock Option unless the exercise price of such Option is at\nleast one hundred ten percent (110%) of the Fair Market Value of the Common\nStock at the date of grant and the Option is not exercisable after the\nexpiration of five (5) years from the date of grant.\n\n     (c)  Section 162(m) Limitation. Subject to the provisions of Section 12\nrelating to adjustments upon changes in the shares of Common Stock, no Employee\nshall be eligible to be granted Options covering more than five hundred thousand\n(500,000) shares of Common Stock during any calendar year.\n\n     (d)  Consultants.\n\n          (i)  A Consultant shall not be eligible for the grant of a Stock Award\nif, at the time of grant, a Form S-8 Registration Statement under the Securities\nAct (\"Form S-8\") is not available to register either the offer or the sale of\nthe Company's securities to such Consultant because of the nature of the\nservices that the Consultant is providing to the Company, or because the\nConsultant is not a natural person, or as otherwise provided by the rules\ngoverning the use of Form S-8, unless the Company determines both (i) that such\ngrant (A) shall be registered in another manner under the Securities Act (e.g.,\non a Form S-3 Registration Statement) or (B) does not require registration under\nthe Securities Act in order to comply with the requirements of the Securities\nAct, if applicable, and (ii) that such grant complies with the securities laws\nof all other relevant jurisdictions.\n\n          (ii) Form S-8 generally is available to consultants and advisors only\nif (i) they are natural persons; (ii) they provide bona fide services to the\nissuer, its parents, its majority-owned subsidiaries or majority-owned\nsubsidiaries of the issuer's parent; and (iii) the services\n\n                                       6\n\n \nare not in connection with the offer or sale of securities in a capital-raising\ntransaction, and do not directly or indirectly promote or maintain a market for\nthe issuer's securities.\n\n6.   Option Provisions.\n\n     Each Option shall be in such form and shall contain such terms and\nconditions as the Board shall deem appropriate. All Options shall be separately\ndesignated Incentive Stock Options or Nonstatutory Stock Options at the time of\ngrant, and, if certificates are issued, a separate certificate or certificates\nwill be issued for shares of Common Stock purchased on exercise of each type of\nOption. The provisions of separate Options need not be identical, but each\nOption shall include (through incorporation of provisions hereof by reference in\nthe Option or otherwise) the substance of each of the following provisions:\n\n     (a)  Term. Subject to the provisions of subsection 5(b) regarding Ten\nPercent Stockholders, no Incentive Stock Option shall be exercisable after the\nexpiration of ten (10) years from the date it was granted.\n\n     (b)  Exercise Price of an Incentive Stock Option. Subject to the provisions\nof subsection 5(b) regarding Ten Percent Stockholders, the exercise price of\neach Incentive Stock Option shall be not less than one hundred percent (100%) of\nthe Fair Market Value of the Common Stock subject to the Option on the date the\nOption is granted. Notwithstanding the foregoing, an Incentive Stock Option may\nbe granted with an exercise price lower than that set forth in the preceding\nsentence if such Option is granted pursuant to an assumption or substitution for\nanother option in a manner satisfying the provisions of Section 424(a) of the\nCode.\n\n     (c)  Exercise Price of a Nonstatutory Stock Option. The exercise price of\neach Nonstatutory Stock Option shall be not less than eighty-five percent (85%)\nof the Fair Market Value of the Common Stock subject to the Option on the date\nthe Option is granted. Notwithstanding the foregoing, a Nonstatutory Stock\nOption may be granted with an exercise price lower than that set forth in the\npreceding sentence if such Option is granted pursuant to an assumption or\nsubstitution for another option in a manner satisfying the provisions of Section\n424(a) of the Code.\n\n     (d)  Consideration. The purchase price of Common Stock acquired pursuant to\nan Option shall be paid, to the extent permitted by applicable statutes and\nregulations, either (i) in cash at the time the Option is exercised or (ii) at\nthe discretion of the Board at the time of the grant of the Option (or\nsubsequently in the case of a Nonstatutory Stock Option) (1) by delivery to the\nCompany of other Common Stock, (2) according to a deferred payment or other\nsimilar arrangement with the Optionholder or (3) in any other form of legal\nconsideration that may be acceptable to the Board. Unless otherwise specifically\nprovided in the Option, the purchase price of Common Stock acquired pursuant to\nan Option that is paid by delivery to the Company of other Common Stock\nacquired, directly or indirectly from the Company, shall be paid only by shares\nof the Common Stock of the Company that have been held for more than six (6)\nmonths (or such longer or shorter period of time required to avoid a charge to\nearnings for financial accounting purposes). At any time that the Company is\nincorporated in Delaware, payment of\n\n                                       7\n\n \nthe Common Stock's \"par value,\" as defined in the Delaware General Corporation\nLaw, shall not be made by deferred payment.\n\n     In the case of any deferred payment arrangement, interest shall be\ncompounded at least annually and shall be charged at the minimum rate of\ninterest necessary to avoid the treatment as interest, under any applicable\nprovisions of the Code, of any amounts other than amounts stated to be interest\nunder the deferred payment arrangement.\n\n     (e)  Transferability of an Incentive Stock Option. An Incentive Stock\nOption shall not be transferable except by will or by the laws of descent and\ndistribution and shall be exercisable during the lifetime of the Optionholder\nonly by the Optionholder. Notwithstanding the foregoing, the Optionholder may,\nby delivering written notice to the Company, in a form satisfactory to the\nCompany, designate a third party who, in the event of the death of the\nOptionholder, shall thereafter be entitled to exercise the Option.\n\n     (f)  Transferability of a Nonstatutory Stock Option. A Nonstatutory Stock\nOption shall be transferable to the extent provided in the Option Agreement. If\nthe Nonstatutory Stock Option does not provide for transferability, then the\nNonstatutory Stock Option shall not be transferable except by will or by the\nlaws of descent and distribution and shall be exercisable during the lifetime of\nthe Optionholder only by the Optionholder. Notwithstanding the foregoing, the\nOptionholder may, by delivering written notice to the Company, in a form\nsatisfactory to the Company, designate a third party who, in the event of the\ndeath of the Optionholder, shall thereafter be entitled to exercise the Option.\n\n     (g)  Vesting Generally. The total number of shares of Common Stock subject\nto an Option may, but need not, vest and therefore become exercisable in\nperiodic installments that may, but need not, be equal. The Option may be\nsubject to such other terms and conditions on the time or times when it may be\nexercised (which may be based on performance or other criteria) as the Board may\ndeem appropriate. The vesting provisions of individual Options may vary. The\nprovisions of this subsection 6(g) are subject to any Option provisions\ngoverning the minimum number of shares of Common Stock as to which an Option may\nbe exercised.\n\n     (h)  Termination of Continuous Service. In the event an Optionholder's\nContinuous Service terminates (other than upon the Optionholder's death or\nDisability), the Optionholder may exercise his or her Option (to the extent that\nthe Optionholder was entitled to exercise such Option as of the date of\ntermination) but only within such period of time ending on the earlier of (i)\nthe date three (3) months following the termination of the Optionholder's\nContinuous Service (or such longer or shorter period specified in the Option\nAgreement), or (ii) the expiration of the term of the Option as set forth in the\nOption Agreement. If, after termination, the Optionholder does not exercise his\nor her Option within the time specified in the Option Agreement, the Option\nshall terminate.\n\n     (i)  Extension of Termination Date. An Optionholder's Option Agreement may\nalso provide that if the exercise of the Option following the termination of the\nOptionholder's Continuous Service (other than upon the Optionholder's death or\nDisability) would be prohibited at any time solely because the issuance of\nshares of Common Stock would violate the registration requirements under the\nSecurities Act, then the Option shall terminate on the earlier\n\n                                       8\n\n \nof (i) the expiration of the term of the Option set forth in subsection 6(a) or\n(ii) the expiration of a period of three (3) months after the termination of the\nOptionholder's Continuous Service during which the exercise of the Option would\nnot be in violation of such registration requirements.\n\n     (j)  Disability of Optionholder. In the event that an Optionholder's\nContinuous Service terminates as a result of the Optionholder's Disability, the\nOptionholder may exercise his or her Option (to the extent that the Optionholder\nwas entitled to exercise such Option as of the date of termination), but only\nwithin such period of time ending on the earlier of (i) the date twelve (12)\nmonths following such termination (or such longer or shorter period specified in\nthe Option Agreement) or (ii) the expiration of the term of the Option as set\nforth in the Option Agreement. If, after termination, the Optionholder does not\nexercise his or her Option within the time specified herein, the Option shall\nterminate.\n\n     (k)  Death of Optionholder. In the event (i) an Optionholder's Continuous\nService terminates as a result of the Optionholder's death or (ii) the\nOptionholder dies within the period (if any) specified in the Option Agreement\nafter the termination of the Optionholder's Continuous Service for a reason\nother than death, then the Option may be exercised (to the extent the\nOptionholder was entitled to exercise such Option as of the date of death) by\nthe Optionholder's estate, by a person who acquired the right to exercise the\nOption by bequest or inheritance or by a person designated to exercise the\nOption upon the Optionholder's death pursuant to subsection 6(e) or 6(f), but\nonly within the period ending on the earlier of (1) the date twelve (12) months\nfollowing the date of death (or such longer or shorter period specified in the\nOption Agreement) or (2) the expiration of the term of such Option as set forth\nin the Option Agreement. If, after death, the Option is not exercised within the\ntime specified herein, the Option shall terminate.\n\n     (l)  Early Exercise. The Option may, but need not, include a provision\nwhereby the Optionholder may elect at any time before the Optionholder's\nContinuous Service terminates to exercise the Option as to any part or all of\nthe shares of Common Stock subject to the Option prior to the full vesting of\nthe Option. Any unvested shares of Common Stock so purchased may be subject to a\nrepurchase option in favor of the Company or to any other restriction the Board\ndetermines to be appropriate. The Company will not exercise its repurchase\noption until at least six (6) months (or such longer or shorter period of time\nrequired to avoid a charge to earnings for financial accounting purposes) have\nelapsed following exercise of the Option unless the Board otherwise specifically\nprovides in the Option.\n\n     (m)  Re-Load Options.\n\n          (i)  Without in any way limiting the authority of the Board to make or\nnot to make grants of Options hereunder, the Board shall have the authority (but\nnot an obligation) to include as part of any Option Agreement a provision\nentitling the Optionholder to a further Option (a \"Re-Load Option\") in the event\nthe Optionholder exercises the Option evidenced by the Option Agreement, in\nwhole or in part, by surrendering other shares of Common Stock in accordance\nwith this Plan and the terms and conditions of the Option Agreement. Unless\notherwise specifically provided in the Option, the Optionholder shall not\nsurrender shares of Common Stock acquired, directly or indirectly from the\nCompany, unless such shares have been\n\n                                       9\n\n \nheld for more than six (6) months (or such longer or shorter period of time\nrequired to avoid a charge to earnings for financial accounting purposes).\n\n          (ii)  Any such Re-Load Option shall (1) provide for a number of shares\nof Common Stock equal to the number of shares of Common Stock surrendered as\npart or all of the exercise price of such Option; (2) have an expiration date\nwhich is the same as the expiration date of the Option the exercise of which\ngave rise to such Re-Load Option; and (3) have an exercise price which is equal\nto one hundred percent (100%) of the Fair Market Value of the Common Stock\nsubject to the Re-Load Option on the date of exercise of the original Option.\nNotwithstanding the foregoing, a Re-Load Option shall be subject to the same\nexercise price and term provisions heretofore described for Options under the\nPlan.\n\n          (iii) Any such Re-Load Option may be an Incentive Stock Option or a\nNonstatutory Stock Option, as the Board may designate at the time of the grant\nof the original Option; provided, however, that the designation of any Re-Load\nOption as an Incentive Stock Option shall be subject to the one hundred thousand\ndollar ($100,000) annual limitation on the exercisability of Incentive Stock\nOptions described in subsection 11(d) and in Section 422(d) of the Code. There\nshall be no Re-Load Options on a Re-Load Option. Any such Re-Load Option shall\nbe subject to the availability of sufficient shares of Common Stock under\nsubsection 4(a) and the \"Section 162(m) Limitation\" on the grants of Options\nunder subsection 5(c) and shall be subject to such other terms and conditions as\nthe Board may determine which are not inconsistent with the express provisions\nof the Plan regarding the terms of Options.\n\n7.   Non-Employee Director Stock Options.\n\n     Without any further action of the Board, each Non-Employee Director shall\nbe granted Nonstatutory Stock Options as described in subsections 7(a) and 7(b)\n(collectively, \"Non-Employee Director Options\"). Each Non-Employee Director\nOption shall include the substance of the terms set forth in subsections 7(c)\nthrough 7(k).\n\n     (a)  Initial Grants. Each person who is elected or appointed for the first\ntime to be a Non-Employee Director subsequent to the date of adoption of the\nPlan automatically shall, upon the date of his or her initial election or\nappointment to be a Non-Employee Director by the Board or stockholders of the\nCompany, be granted an Initial Grant to purchase Twenty Four Thousand (24,000)\nshares of Common Stock on the terms and conditions set forth herein.\n\n     (b)  Annual Grants. Each Qualified Director automatically shall be granted\nan Annual Grant to purchase Six Thousand (6,000) shares of Common Stock on the\nterms and conditions set forth herein, commencing, as applicable, on the fourth\nanniversary of (i) the date of the Initial Grant to such Qualified Director or\n(ii) the date of the initial election of such Qualified Director to the Board\n(for purposes of this subsection 7(b)(ii), the initial election date for Lowell\nE. Sears and Gerardo Canet shall be May 6, 1996).\n\n     (c)  Term. Each Initial Grant of a Non-Employee Director Option shall have\na term of ten (10) years from the date it is granted. Each Annual Grant of a \nNon-Employee Director Option shall have a term of five (5) years from the date\nit is granted.\n\n                                      10\n\n \n     (d)  Exercise Price. The exercise price of each Non-Employee Director\nOption shall be one hundred percent (100%) of the Fair Market Value of the stock\nsubject to the Non-Employee Director Option on the date of grant.\nNotwithstanding the foregoing, a Non-Employee Director Option may be granted\nwith an exercise price lower than that set forth in the preceding sentence if\nsuch Non-Employee Director Option is granted pursuant to an assumption or\nsubstitution for another option in a manner satisfying the provisions of Section\n424(a) of the Code.\n\n     (e)  Vesting. Twenty-five percent (25%) of the shares pursuant to each\nInitial Grant of a Non-Employee Director Option shall vest one year from the\ndate on which it is granted and 1\/48th of the shares vest monthly thereafter\nover the next three years. One hundred percent (100%) of the shares pursuant to\neach Annual Grant of a Non-Employee Director Option shall vest one year from the\ndate on which it is granted.\n\n     (f)  Consideration. The purchase price of stock acquired pursuant to a Non-\nEmployee Director Option may be paid, to the extent permitted by applicable\nstatutes and regulations, in any combination of (i) cash or check, (ii) delivery\nto the Company of other Common Stock, (ii) deferred payment or (iv) any other\nform of legal consideration that may be acceptable to the Board and provided in\nthe Non-Employee Director Option Agreement; provided, however, that at any time\nthat the Company is incorporated in Delaware, payment of the Common Stock's \"par\nvalue,\" as defined in the Delaware General Corporation Law, shall not be made by\ndeferred payment. In the case of any deferred payment arrangement, interest\nshall be compounded at least annually and shall be charged at the minimum rate\nof interest necessary to avoid the treatment as interest, under any applicable\nprovisions of the Code, of any amounts other than amounts stated to be interest\nunder the deferred payment arrangement.\n\n     (g)  Transferability. A Non-Employee Director Option shall not be\ntransferable except by will or by the laws of descent and distribution and shall\nbe exercisable during the lifetime of the Non-Employee Director only by the Non-\nEmployee Director. Notwithstanding the foregoing, the Non-Employee Director may,\nby delivering written notice to the Company, in a form satisfactory to the\nCompany, designate a third party who, in the event of the death of the Non-\nEmployee Director, shall thereafter be entitled to exercise the Non-Employee\nDirector Option.\n\n     (h)  Termination of Continuous Service. In the event a Non-Employee\nDirector's Continuous Service terminates (other than upon the Non-Employee\nDirector's death or Disability), the Non-Employee Director may exercise his or\nher Non-Employee Director Option (to the extent that the Non-Employee Director\nwas entitled to exercise it as of the date of termination) but only within such\nperiod of time ending on the earlier of (i) the date three (3) months following\nthe termination of the Non-Employee Director's Continuous Service, or (ii) the\nexpiration of the term of the Non-Employee Director Option as set forth in the\nNon-Employee Director Option Agreement. If, after termination, the Non-Employee\nDirector does not exercise his or her Non-Employee Director Option within the\ntime specified in the Non-Employee Director Option Agreement, the Non-Employee\nDirector Option shall terminate.\n\n     (i)  Extension of Termination Date. If the exercise of the Non-Employee\nDirector Option following the termination of the Non-Employee Director's\nContinuous Service (other\n\n                                      11\n\n \nthan upon the Non-Employee Director's death or Disability) would be prohibited\nat any time solely because the issuance of shares would violate the registration\nrequirements under the Securities Act, then the Non-Employee Director Option\nshall terminate on the earlier of (i) the expiration of the term of the Non-\nEmployee Director Option set forth in subsection 7(c) or (ii) the expiration of\na period of three (3) months after the termination of the Non-Employee\nDirector's Continuous Service during which the exercise of the Non-Employee\nDirector Option would not violate such registration requirements.\n\n     (j)  Disability of Non-Employee Director. In the event a Non-Employee\nDirector's Continuous Service terminates as a result of the Non-Employee\nDirector's Disability, the Non-Employee Director may exercise his or her Non-\nEmployee Director Option (to the extent that the Non-Employee Director was\nentitled to exercise it as of the date of termination), but only within such\nperiod of time ending on the earlier of (i) the date twelve (12) months\nfollowing such termination or (ii) the expiration of the term of the Non-\nEmployee Director Option as set forth in the Non-Employee Director Option\nAgreement. If, after termination, the Non-Employee Director does not exercise\nhis or her Non-Employee Director Option within the time specified herein, the\nNon-Employee Director Option shall terminate.\n\n     (k)  Death of Non-Employee Director. In the event (i) a Non-Employee\nDirector's Continuous Service terminates as a result of the Non-Employee\nDirector's death or (ii) the Non-Employee Director dies within the three-month\nperiod after the termination of the Non-Employee Director's Continuous Service\nfor a reason other than death, then the Non-Employee Director Option may be\nexercised (to the extent the Non-Employee Director was entitled to exercise the\nNon-Employee Director Option as of the date of death) by the Non-Employee\nDirector's estate, by a person who acquired the right to exercise the Non-\nEmployee Director Option by bequest or inheritance or by a person designated to\nexercise the Non-Employee Director Option upon the Non-Employee Director's\ndeath, but only within the period ending on the earlier of (1) the date eighteen\n(18) months following the date of death or (2) the expiration of the term of\nsuch Non-Employee Director Option as set forth in the Non-Employee Director\nOption Agreement. If, after death, the Non-Employee Director Option is not\nexercised within the time specified herein, the Non-Employee Director Option\nshall terminate.\n\n8.   Provisions of Stock Awards other than Options.\n\n     (a)  Stock Bonus Awards. Each stock bonus agreement shall be in such form\nand shall contain such terms and conditions as the Board shall deem appropriate.\nThe terms and conditions of stock bonus agreements may change from time to time,\nand the terms and conditions of separate stock bonus agreements need not be\nidentical, but each stock bonus agreement shall include (through incorporation\nof provisions hereof by reference in the agreement or otherwise) the substance\nof each of the following provisions:\n\n          (i)   Consideration. A stock bonus may be awarded in consideration for\npast services actually rendered to the Company or an Affiliate for its benefit.\n\n          (ii)  Vesting. Shares of Common Stock awarded under the stock bonus\nagreement may, but need not, be subject to a share repurchase option in favor of\nthe Company in accordance with a vesting schedule to be determined by the Board.\n\n                                      12\n\n \n        (iii) Termination of Participant's Continuous Service. In the event a\nParticipant's Continuous Service terminates, the Company may reacquire any or\nall of the shares of Common Stock held by the Participant which have not vested\nas of the date of termination under the terms of the stock bonus agreement.\n\n        (iv) Transferability. Rights to acquire shares of Common Stock under the\nstock bonus agreement shall be transferable by the Participant only upon such\nterms and conditions as are set forth in the stock bonus agreement, as the Board\nshall determine in its discretion, so long as Common Stock awarded under the\nstock bonus agreement remains subject to the terms of the stock bonus agreement.\n\n     (b) Restricted Stock Awards. Each restricted stock purchase agreement shall\nbe in such form and shall contain such terms and conditions as the Board shall\ndeem appropriate. The terms and conditions of the restricted stock purchase\nagreements may change from time to time, and the terms and conditions of\nseparate restricted stock purchase agreements need not be identical, but each\nrestricted stock purchase agreement shall include (through incorporation of\nprovisions hereof by reference in the agreement or otherwise) the substance of\neach of the following provisions:\n\n        (i) Purchase Price. The purchase price under each restricted stock\npurchase agreement shall be such amount as the Board shall determine and\ndesignate in such restricted stock purchase agreement. The purchase price shall\nnot be less than eighty-five percent (85%) of the Common Stock's Fair Market\nValue on the date such award is made or at the time the purchase is consummated.\n\n        (ii) Consideration. The purchase price of Common Stock acquired pursuant\nto the restricted stock purchase agreement shall be paid either: (i) in cash at\nthe time of purchase; (ii) at the discretion of the Board, according to a\ndeferred payment or other similar arrangement with the Participant; or (iii) in\nany other form of legal consideration that may be acceptable to the Board in its\ndiscretion; provided, however, that at any time that the Company is incorporated\nin Delaware, then payment of the Common Stock's \"par value,\" as defined in the\nDelaware General Corporation Law, shall not be made by deferred payment.\n\n        (iii) Vesting. Shares of Common Stock acquired under the restricted\nstock purchase agreement may, but need not, be subject to a share repurchase\noption in favor of the Company in accordance with a vesting schedule to be\ndetermined by the Board.\n\n         (iv) Termination of Participant's Continuous Service. In the event a\nParticipant's Continuous Service terminates, the Company may repurchase or\notherwise reacquire any or all of the shares of Common Stock held by the\nParticipant which have not vested as of the date of termination under the terms\nof the restricted stock purchase agreement.\n\n        (v) Transferability. Rights to acquire shares of Common Stock under the\nrestricted stock purchase agreement shall be transferable by the Participant\nonly upon such terms and conditions as are set forth in the restricted stock\npurchase agreement, as the Board shall determine in its discretion, so long as\nCommon Stock awarded under the restricted stock purchase agreement remains\nsubject to the terms of the restricted stock purchase agreement.\n\n                                       13\n\n \n9.  Covenants of the Company.\n\n        (a) Availability of Shares. During the terms of the Stock Awards, the\nCompany shall keep available at all times the number of shares of Common Stock\nrequired to satisfy such Stock Awards.\n\n        (b) Securities Law Compliance. The Company shall seek to obtain from\neach regulatory commission or agency having jurisdiction over the Plan such\nauthority as may be required to grant Stock Awards and to issue and sell shares\nof Common Stock upon exercise of the Stock Awards; provided, however, that this\nundertaking shall not require the Company to register under the Securities Act\nthe Plan, any Stock Award or any Common Stock issued or issuable pursuant to any\nsuch Stock Award. If, after reasonable efforts, the Company is unable to obtain\nfrom any such regulatory commission or agency the authority which counsel for\nthe Company deems necessary for the lawful issuance and sale of Common Stock\nunder the Plan, the Company shall be relieved from any liability for failure to\nissue and sell Common Stock upon exercise of such Stock Awards unless and until\nsuch authority is obtained.\n\n10.  Use of Proceeds from Stock.\n\n     Proceeds from the sale of Common Stock pursuant to Stock Awards shall\nconstitute general funds of the Company.\n\n11.  Miscellaneous.\n\n     (a) Acceleration of Exercisability and Vesting. The Board shall have the\npower to accelerate the time at which a Stock Award may first be exercised or\nthe time during which a Stock Award or any part thereof will vest in accordance\nwith the Plan, notwithstanding the provisions in the Stock Award stating the\ntime at which it may first be exercised or the time during which it will vest.\n\n     (b) Stockholder Rights. No Participant shall be deemed to be the holder\nof, or to have any of the rights of a holder with respect to, any shares of\nCommon Stock subject to such Stock Award unless and until such Participant has\nsatisfied all requirements for exercise of the Stock Award pursuant to its\nterms.\n\n     (c) No Employment or other Service Rights. Nothing in the Plan or any\ninstrument executed or Stock Award granted pursuant thereto shall confer upon\nany Participant any right to continue to serve the Company or an Affiliate in\nthe capacity in effect at the time the Stock Award was granted or shall affect\nthe right of the Company or an Affiliate to terminate (i) the employment of an\nEmployee with or without notice and with or without cause, (ii) the service of a\nConsultant pursuant to the terms of such Consultant's agreement with the Company\nor an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the\nCompany or an Affiliate, as applicable, and any applicable provisions of the\ncorporate law of the state in which the Company or the Affiliate is\nincorporated, as the case may be.\n\n     (d) Incentive Stock Option $100,000 Limitation. To the extent that the\naggregate Fair Market Value (determined at the time of grant) of Common Stock\nwith respect to which Incentive Stock Options are exercisable for the first time\nby any Optionholder during any\n                                       14\n\n \ncalendar year (under all plans of the Company and its Affiliates) exceeds one\nhundred thousand dollars ($100,000), the Options or portions thereof which\nexceed such limit (according to the order in which they were granted) shall be\ntreated as Nonstatutory Stock Options.\n\n     (e) Investment Assurances. The Company may require a Participant, as a\ncondition of exercising or acquiring Common Stock under any Stock Award, (i) to\ngive written assurances satisfactory to the Company as to the Participant's\nknowledge and experience in financial and business matters and\/or to employ a\npurchaser representative reasonably satisfactory to the Company who is\nknowledgeable and experienced in financial and business matters and that he or\nshe is capable of evaluating, alone or together with the purchaser\nrepresentative, the merits and risks of exercising the Stock Award; and (ii) to\ngive written assurances satisfactory to the Company stating that the Participant\nis acquiring Common Stock subject to the Stock Award for the Participant's own\naccount and not with any present intention of selling or otherwise distributing\nthe Common Stock. The foregoing requirements, and any assurances given pursuant\nto such requirements, shall be inoperative if (1) the issuance of the shares of\nCommon Stock upon the exercise or acquisition of Common Stock under the Stock\nAward has been registered under a then currently effective registration\nstatement under the Securities Act or (2) as to any particular requirement, a\ndetermination is made by counsel for the Company that such requirement need not\nbe met in the circumstances under the then applicable securities laws. The\nCompany may, upon advice of counsel to the Company, place legends on stock\ncertificates issued under the Plan as such counsel deems necessary or\nappropriate in order to comply with applicable securities laws, including, but\nnot limited to, legends restricting the transfer of the Common Stock.\n\n     (f) Withholding Obligations. To the extent provided by the terms of a Stock\nAward Agreement, the Participant may satisfy any federal, state or local tax\nwithholding obligation relating to the exercise or acquisition of Common Stock\nunder a Stock Award by any of the following means (in addition to the Company's\nright to withhold from any compensation paid to the Participant by the Company)\nor by a combination of such means: (i) tendering a cash payment; (ii)\nauthorizing the Company to withhold shares of Common Stock from the shares of\nCommon Stock otherwise issuable to the Participant as a result of the exercise\nor acquisition of Common Stock under the Stock Award, provided, however, that no\nshares of Common Stock are withheld with a value exceeding the minimum amount of\ntax required to be withheld by law; or (iii) delivering to the Company owned and\nunencumbered shares of Common Stock.\n\n12.  Adjustments upon Changes in Stock.\n\n     (a) Capitalization Adjustments. If any change is made in the Common Stock\nsubject to the Plan, or subject to any Stock Award, without the receipt of\nconsideration by the Company (through merger, consolidation, reorganization,\nrecapitalization, reincorporation, stock dividend, dividend in property other\nthan cash, stock split, liquidating dividend, combination of shares, exchange of\nshares, change in corporate structure or other transaction not involving the\nreceipt of consideration by the Company), the Plan will be appropriately\nadjusted in the class(es) and maximum number of securities subject to the Plan\npursuant to subsection 4(a) and the maximum number of securities subject to\naward to any person pursuant to subsection 5(c), and the outstanding Stock\nAwards will be appropriately adjusted in the class(es) and number of securities\nand price per share of Common Stock subject to such outstanding Stock Awards.\nThe\n                                       15\n\n \nBoard shall make such adjustments, and its determination shall be final, binding\nand conclusive. (The conversion of any convertible securities of the Company\nshall not be treated as a transaction \"without receipt of consideration\" by the\nCompany.)\n\n     (b) Change in Control--Dissolution or Liquidation. In the event of a\ndissolution or liquidation of the Company, then all outstanding Stock Awards\nshall terminate immediately prior to such event.\n\n     (c) Change in Control--Asset Sale, Merger, Consolidation or Reverse Merger.\nIn the event of (i) a sale, lease or other disposition of all or substantially\nall of the assets of the Company, (ii) a consolidation or merger of the Company\nwith or into any other corporation or other entity or person, or any other\ncorporate reorganization, in which the stockholders of the Company immediately\nprior to such consolidation, merger or reorganization, own less than 50% of the\nCompany's outstanding voting power of the surviving entity (or its parent)\nfollowing the consolidation, merger or reorganization or (iii) any transaction\n(or series of related transactions involving a person or entity, or a group of\naffiliated persons or entities) in which in excess of fifty percent (50%) of the\nCompany's outstanding voting power is transferred, then any surviving\ncorporation or acquiring corporation shall assume any Stock Awards outstanding\nunder the Plan or shall substitute similar stock awards (including an award to\nacquire the same consideration paid to the stockholders in the transaction\ndescribed in this subsection 12(c) for those outstanding under the Plan. In the\nevent any surviving corporation or acquiring corporation refuses to assume such\nStock Awards or to substitute similar stock awards for those outstanding under\nthe Plan, then with respect to Stock Awards held by Participants whose\nContinuous Service has not terminated, the vesting of such Stock Awards (and, if\napplicable, the time during which such Stock Awards may be exercised) shall be\naccelerated in full, and the Stock Awards shall terminate if not exercised (if\napplicable) at or prior to such event. With respect to any other Stock Awards\noutstanding under the Plan, such Stock Awards shall terminate if not exercised\n(if applicable) prior to such event.\n\n13.  Amendment of the Plan and Stock Awards.\n\n     (a) Amendment of Plan. The Board at any time, and from time to time, may\namend the Plan. However, except as provided in Section 12 relating to\nadjustments upon changes in Common Stock, no amendment shall be effective unless\napproved by the stockholders of the Company to the extent stockholder approval\nis necessary to satisfy the requirements of Section 422 of the Code, Rule 16b-3\nor any Nasdaq or securities exchange listing requirements.\n\n     (b) Stockholder Approval. The Board may, in its sole discretion, submit any\nother amendment to the Plan for stockholder approval, including, but not limited\nto, amendments to the Plan intended to satisfy the requirements of Section\n162(m) of the Code and the regulations thereunder regarding the exclusion of\nperformance-based compensation from the limit on corporate deductibility of\ncompensation paid to certain executive officers.\n\n     (c) Contemplated Amendments. It is expressly contemplated that the Board\nmay amend the Plan in any respect the Board deems necessary or advisable to\nprovide eligible Employees with the maximum benefits provided or to be provided\nunder the provisions of the\n                                       16\n\n \nCode and the regulations promulgated thereunder relating to Incentive Stock\nOptions and\/or to bring the Plan and\/or Incentive Stock Options granted under it\ninto compliance therewith.\n\n     (d) No Impairment of Rights. Rights under any Stock Award granted before\namendment of the Plan shall not be impaired by any amendment of the Plan unless\n(i) the Company requests the consent of the Participant and (ii) the Participant\nconsents in writing.\n\n     (e) Amendment of Stock Awards. The Board at any time, and from time to\ntime, may amend the terms of any one or more Stock Awards; provided, however,\nthat the rights under any Stock Award shall not be impaired by any such\namendment unless (i) the Company requests the consent of the Participant and\n(ii) the Participant consents in writing.\n\n14.  Termination or Suspension of the Plan.\n\n     (a) Plan Term. The Board may suspend or terminate the Plan at any time.\nUnless sooner terminated, the Plan shall terminate on the day before the tenth\n(10th) anniversary of the date the Plan is adopted by the Board or approved by\nthe stockholders of the Company, whichever is earlier. No Stock Awards may be\ngranted under the Plan while the Plan is suspended or after it is terminated.\n\n     (b) No Impairment of Rights. Suspension or termination of the Plan shall\nnot impair rights and obligations under any Stock Award granted while the Plan\nis in effect except with the written consent of the Participant.\n\n15.  Effective Date of Plan.\n\n     The Plan shall become effective as determined by the Board, but no Stock\nAward shall be exercised (or, in the case of a stock bonus, shall be granted)\nunless and until the Plan has been approved by the stockholders of the Company,\nwhich approval shall be within twelve (12) months before or after the date the\nPlan is adopted by the Board.\n\n16.  Choice of Law.\n\n     The law of the State of Delaware shall govern all questions concerning the\nconstruction, validity and interpretation of this Plan, without regard to such\nstate's conflict of laws rules.\n\n                                       17\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":[9539,9546],"class_list":["post-38389","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38389","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=38389"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38389"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38389"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38389"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}