{"id":38397,"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-non-officer-equity-incentive-plan-invision-technologies.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-non-officer-equity-incentive-plan-invision-technologies","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-non-officer-equity-incentive-plan-invision-technologies.html","title":{"rendered":"2000 Non-Officer Equity Incentive Plan &#8211; InVision Technologies Inc."},"content":{"rendered":"<pre>\n                              INVISION TECHNOLOGIES\n\n                     2000 NON-OFFICER EQUITY INCENTIVE PLAN\n\n                      ADOPTED BY BOARD ON FEBRUARY 14, 2000\n\n1.       PURPOSES.\n\n         (a) The purpose of the Plan is to provide a means by which selected \nEmployees of and Consultants to the Company, and its Affiliates, may be given \nan opportunity to benefit from increases in value of the stock of the Company \nthrough the granting of (i) Nonstatutory Stock Options, (ii) stock bonuses, \nand (iii) rights to purchase restricted stock, all as defined below.\n\n         (b) The Company, by means of the Plan, seeks to retain the services \nof persons (other than Directors and Employees serving as Officers of the \nCompany or its Affiliates) who are now Employees of or Consultants to the \nCompany or its Affiliates, to secure and retain the services of new Employees \nand Consultants, and to provide incentives for such persons to exert maximum \nefforts for the success of the Company and its Affiliates.\n\n         (c) The Company intends that the Stock Awards issued under the Plan \nshall, in the discretion of the Board or any Committee to which \nresponsibility for administration of the Plan has been delegated pursuant to \nsubsection 3(c), be either (i) Nonstatutory Stock Options granted pursuant to \nSection 6 hereof, or (ii) stock bonuses or rights to purchase restricted \nstock granted pursuant to Section 7 hereof.\n\n2.       DEFINITIONS.\n\n         (a) 'AFFILIATE' shall have the meaning given that term in Rule 405 \nof Regulation C promulgated under the Securities Act.\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         (d) 'COMMITTEE' means a Committee appointed by the Board in \naccordance with subsection 3(c) of the Plan.\n\n         (e) 'COMPANY' means InVision Technologies, Inc., a Delaware \ncorporation.\n\n         (f) 'CONSULTANT' means any natural person (or other person covered \nunder Form S-8 promulgated under the Securities Act), including an advisor, \nengaged by the Company or an Affiliate of the Company to render consulting \nservices and who is compensated for such services, provided that the term \n'Consultant' shall not include those persons who render services as a \nDirector.\n\n\n\n         (g) 'CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT' means \nthe individual's relationship with the Company or an Affiliate, whether as an \nEmployee, Director or Consultant, is not interrupted or terminated. For \nexample, a change in status without interruption from an Employee of the \nCompany to a Consultant of an Affiliate or a Director will not constitute an \ninterruption of Continuous Status as an Employee, Director or Consultant. The \nBoard or the chief executive officer of the Company, in that party's sole \ndiscretion, may determine whether Continuous Status as an Employee, Director \nor Consultant shall be considered interrupted in the case of any leave of \nabsence approved by that party, including sick leave, military leave or any \nother personal leave.\n\n         (h) 'DIRECTOR' means a member of the Board.\n\n         (i) 'DISABILITY' means permanent and total disability as defined in \nSection 22(e)(3) of the Code.\n\n         (j) 'EMPLOYEE' means any common law employee of the Company or any \nAffiliate of the Company. Neither service as a Director nor payment of a \ndirector's fee by the Company shall be sufficient to constitute status as an \nEmployee.\n\n         (k) 'EXCHANGE ACT' means the Securities Exchange Act of 1934, as \namended.\n\n         (l) 'FAIR MARKET VALUE' means, as of any date, the value of the \ncommon stock of the Company, determined as follows:\n\n                  (i) If the common stock is listed on any established stock \nexchange or traded on the National Market System of the Nasdaq or the Nasdaq \nSmallCap Market, the Fair Market Value of a share of common stock shall be \nthe closing sales price for such stock (or the closing bid, if no sales were \nreported) as quoted on such exchange or market (or the exchange or market \nwith the greatest volume of trading in the Company's common stock) on the \nlast market trading day prior to the day of determination, as reported in The \nWall Street Journal or such other source as the Board deems reliable.\n\n                  (ii) In the absence of such markets for the common stock, \nthe Fair Market Value shall be determined in good faith by the Board.\n\n         (m) 'NONSTATUTORY STOCK OPTION' means an Option not intended to \nqualify as an incentive stock option pursuant to Section 422 of the Code and \nthe regulations promulgated thereunder.\n\n         (n) 'OFFICER' means a person who is an officer of the Company within \nthe meaning of Rule 4460(i)(1)(a) of the Rules of the National Association of \nSecurities Dealers, Inc.\n\n         (o) 'OPTION' means a stock option granted pursuant to the Plan.\n\n         (p) 'OPTION AGREEMENT' means a written agreement between the Company \nand an Optionee evidencing the terms and conditions of an individual Option \ngrant. Each Option Agreement shall be subject to the terms and conditions of \nthe Plan.\n\n                                        2\n\n\n\n         (q) 'OPTIONEE' means an Employee, Director or Consultant who holds \nan outstanding Option or, if applicable, such other person who holds an \noutstanding Option.\n\n         (r) 'PLAN' means this 2000 Non-Officer Equity Incentive Plan.\n\n         (s) 'STOCK AWARD' means any right granted under the Plan, including \nany Option, any stock bonus and any right to purchase restricted stock.\n\n         (t) 'STOCK AWARD AGREEMENT' means a written agreement between the \nCompany and a holder of a Stock Award evidencing the terms and conditions of \nan individual Stock Award grant. Each Stock Award Agreement shall be subject \nto the terms and conditions of the Plan.\n\n3.       ADMINISTRATION.\n\n         (a) The Plan shall be administered by the Board unless and until the \nBoard delegates administration to a Committee, as provided in subsection 3(c).\n\n         (b) The Board shall have the power, subject to, and within the \nlimitations of, the express provisions of the Plan:\n\n                  (i) To determine from time to time which of the persons \neligible under the Plan shall be granted Stock Awards; when and how each \nStock Award shall be granted; whether a Stock Award will be a Nonstatutory \nStock Option, a stock bonus, a right to purchase restricted stock, or a \ncombination of the foregoing; the provisions of each Stock Award granted \n(which need not be identical), including the time or times when a person \nshall be permitted to receive stock pursuant to a Stock Award; and the number \nof shares 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 \ngranted under it, and to establish, amend and revoke rules and regulations \nfor its administration. The Board, in the exercise of this power, may correct \nany defect, omission or inconsistency in the Plan or in any Stock Award \nAgreement, in a manner and to the extent it shall deem necessary or expedient \nto make the Plan fully effective.\n\n                  (iii) To amend the Plan or a Stock Award as provided in \nSection 12.\n\n                  (iv) Generally, to exercise such powers and to perform such \nacts as the Board deems necessary or expedient to promote the best interests \nof the Company which are not in conflict with the provisions of the Plan.\n\n         (c) The Board may delegate administration of the Plan to a committee \ncomposed of one or more members of the Board (the 'Committee'). If \nadministration is delegated to a Committee, the Committee shall have, in \nconnection with the administration of the Plan, the powers theretofore \npossessed by the Board (and references in this Plan to the Board shall \nthereafter be to the Committee), subject, however, to such resolutions, not \ninconsistent with the provisions of the Plan, as may be adopted from time to \ntime by the Board. The Board may abolish the Committee at any time and revest \nin the Board the administration of the Plan.\n\n                                        3\n\n\n\n4.       SHARES SUBJECT TO THE PLAN.\n\n         (a) Subject to the provisions of Section 11 relating to adjustments \nupon changes in stock, the number of shares of stock that may be issued \npursuant to Stock Awards shall not exceed in the aggregate four hundred \nthousand (400,000) shares of the Company's common stock. If any Stock Award \nshall for any reason expire or otherwise terminate, in whole or in part, \nwithout having been exercised in full, the stock not acquired under such \nStock Award shall revert to and again become available for issuance under the \nPlan.\n\n         (b) The stock subject to the Plan may be unissued shares or \nreacquired shares, bought on the market or otherwise.\n\n5.       ELIGIBILITY.\n\n         Stock Awards may be granted only to Employees or Consultants who are \nnot (i) Officers (including without limitation vice presidents of the \nCompany), (ii) Directors, or (iii) then subject to Section 16 of the Exchange \nAct. Notwithstanding the foregoing, an Officer may be granted a Stock Award \nif the grant of such Stock Award is an essential inducement to such Officer \nentering into an employment agreement with the Company or an Affiliate.\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. The provisions of separate \nOptions need not be identical, but each Option shall include (through \nincorporation of provisions hereof by reference in the Option or otherwise) \nthe substance of each of the following provisions:\n\n         (a) TERM. No Option shall be exercisable after the expiration of ten \n(10) years from the date it was granted.\n\n         (b) PRICE. The exercise price of each Nonstatutory Stock Option \nshall be not less than eighty-five percent (85%) of the Fair Market Value of \nthe stock subject to the Option on the date the Option is granted.\n\n         (c) CONSIDERATION. The purchase price of 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) \nat the discretion of the Board or the Committee, at the time of the grant of \nthe Option, (a) by delivery to the Company of other common stock of the \nCompany, (b) according to a deferred payment arrangement, except that payment \nof the common stock's 'par value' (as defined in the Delaware General \nCorporation Law) shall not be made by deferred payment or other arrangement \n(which may include, without limiting the generality of the foregoing, the use \nof other common stock of the Company) with the person to whom the Option is \ngranted or to whom the Option is transferred pursuant to subsection 6(d), or \n(c) in any other form of legal consideration that may be acceptable to the \nBoard.\n\n         In the case of any deferred payment arrangement, interest shall be \npayable at least annually and shall be charged at the minimum rate of \ninterest necessary to avoid the treatment as \n\n                                        4\n\n\n\ninterest, under any applicable provisions of the Code, of any amounts other \nthan amounts stated to be interest under the deferred payment arrangement.\n\n         (d) TRANSFERABILITY. An Option shall not be transferable except by \nwill or by the laws of descent and distribution (and shall be exercisable \nduring the lifetime of the person to whom the Option is granted only by such \nperson) unless the applicable Option Agreement expressly provides for other \npermitted types of transfer. Notwithstanding the foregoing, the person to \nwhom the Option is granted may, by delivering written notice to the Company, \nin a form satisfactory to the Company, designate a third party who, in the \nevent of the death of the Optionee, shall thereafter be entitled to exercise \nthe Option.\n\n         (e) VESTING. The total number of shares of stock subject to an \nOption may, but need not, be allotted in periodic installments (which may, \nbut need not, be equal). The Option Agreement may provide that from time to \ntime during each of such installment periods, the Option may become \nexercisable ('vest') with respect to some or all of the shares allotted to \nthat period, and may be exercised with respect to some or all of the shares \nallotted to such period and\/or any prior period as to which the Option became \nvested but was not fully exercised. The Option may be subject to such other \nterms and conditions on the time or times when it may be exercised (which may \nbe based on performance or other criteria) as the Board may deem appropriate. \nThe vesting provisions of individual Options may vary. The provisions of this \nsubsection 6(e) are subject to any Option provisions governing the minimum \nnumber of shares as to which an Option may be exercised.\n\n         (f) TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP. In the \nevent an Optionee's Continuous Status as an Employee, Director or Consultant \nterminates (other than upon the Optionee's death or disability), the Optionee \nmay exercise his or her Option (to the extent that the Optionee was entitled \nto exercise it as of the date of termination, unless the Option Agreement \nexpressly provides that the Option may become exercisable for additional \nshares after the date of termination) but only within such period of time \nending on the earlier of (i) the date three (3) months following the \ntermination of the Optionee's Continuous Status as an Employee, Director or \nConsultant (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 \nthe Option Agreement. If, after termination, the Optionee does not exercise \nhis or her Option within the time specified in the Option Agreement, the \nOption shall terminate, and the shares covered by such Option shall revert to \nand again become available for issuance under the Plan.\n\n         An Optionee's Option Agreement may also provide that if the exercise \nof the Option following the termination of the Optionee's Continuous Status \nas an Employee, Director or Consultant (other than upon the Optionee's death \nor disability) would result in liability under Section 16(b) of the Exchange \nAct, then the Option shall terminate on the earlier of (i) the expiration of \nthe term of the Option set forth in the Option Agreement, or (ii) the tenth \n(10th) day after the last date on which such exercise would result in such \nliability under Section 16(b) of the Exchange Act. Finally, an Optionee's \nOption Agreement may also provide that if the exercise of the Option \nfollowing the termination of the Optionee's Continuous Status as an Employee, \nDirector or Consultant (other than upon the Optionee's death or disability) \nwould be prohibited at any time solely because the issuance of shares would \nviolate the registration requirements under the Act, then the Option shall \nterminate on the earlier of (i) the expiration of the term of \n\n                                        5\n\n\n\nthe Option set forth in the first paragraph of this subsection 6(f), or (ii) \nthe expiration of a period of three (3) months after the termination of the \nOptionee's Continuous Status as an Employee, Director or Consultant during \nwhich the exercise of the Option would not be in violation of such \nregistration requirements.\n\n         (g) DISABILITY OF OPTIONEE. In the event an Optionee's Continuous \nStatus as an Employee, Director or Consultant terminates as a result of the \nOptionee's Disability, the Optionee may exercise his or her Option (to the \nextent that the Optionee was entitled to exercise it as of the date of \ntermination, unless the Option Agreement expressly provides that the Option \nmay become exercisable for additional shares after the date of termination), \nbut only within such period of time ending on the earlier of (i) the date six \n(6) months following such termination (or such longer or shorter period \nspecified in the Option Agreement), or (ii) the expiration of the term of the \nOption as set forth in the Option Agreement. If, after termination, the \nOptionee does not exercise his or her Option within the time specified \nherein, the Option shall terminate, and the shares covered by such Option \nshall revert to and again become available for issuance under the Plan.\n\n         (h) DEATH OF OPTIONEE. In the event of the death of an Optionee \nduring, or within a period specified in the Option Agreement after the \ntermination of, the Optionee's Continuous Status as an Employee, Director or \nConsultant, the Option may be exercised (to the extent the Optionee was \nentitled to exercise the Option as of the date of death) by the Optionee's \nestate, by a person who acquired the right to exercise the Option by bequest \nor inheritance, but only within the period ending on the earlier of (i) the \ndate twelve (12) months following the date of death (or such longer or \nshorter period specified in the Option Agreement), or (ii) the expiration of \nthe term of such Option as set forth in the Option Agreement. If, at the time \nof death, the Optionee was not entitled to exercise his or her entire Option, \nthe shares covered by the unexercisable portion of the Option shall revert to \nand again become available for issuance under the Plan. If, after death, the \nOption is not exercised within the time specified herein, the Option shall \nterminate, and the shares covered by such Option shall revert to and again \nbecome available for issuance under the Plan.\n\n7.       TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTED STOCK.\n\n         Each stock bonus or restricted stock purchase agreement shall be in \nsuch form and shall contain such terms and conditions as the Board or the \nCommittee shall deem appropriate. The terms and conditions of stock bonus or \nrestricted stock purchase agreements may change from time to time, and the \nterms and conditions of separate agreements need not be identical, but each \nstock bonus or restricted stock purchase agreement shall include (through \nincorporation of provisions hereof by reference in the agreement or \notherwise) the substance of each of the following provisions as appropriate:\n\n         (a) PURCHASE PRICE. The purchase price under each restricted stock \npurchase agreement shall be such amount as the Board or Committee shall \ndetermine and designate in such agreement, but in no event shall the purchase \nprice be less than eighty-five percent (85%) of the stock's Fair Market Value \non the date such award is made. Notwithstanding the foregoing, the Board or \nthe Committee may determine that eligible participants in the Plan may be \nawarded \n\n                                        6\n\n\n\nstock pursuant to a stock bonus agreement in consideration for past services \nactually rendered to the Company or for its benefit.\n\n         (b) TRANSFERABILITY. No rights under a stock bonus or restricted \nstock purchase agreement shall be transferable except by will or the laws of \ndescent and distribution, unless the applicable Stock Award Agreement \nexpressly provides for other types of transfer.\n\n         (c) CONSIDERATION. The purchase price of stock acquired pursuant to \na stock purchase agreement shall be paid either: (i) in cash at the time of \npurchase; (ii) at the discretion of the Board or the Committee, according to \na deferred payment or other arrangement, except that payment of the common \nstock's 'par value' (as defined in the Delaware General Corporation Law) \nshall not be made by deferred payment or other arrangement (which may \ninclude, without limiting the generality of the foregoing, the use of other \ncommon stock of the Company) with the person to whom the stock is sold; or \n(iii) in any other form of legal consideration that may be acceptable to the \nBoard or the Committee in its discretion. Notwithstanding the foregoing, the \nBoard or the Committee to which administration of the Plan has been delegated \nmay award stock pursuant to a stock bonus agreement in consideration for past \nservices actually rendered to the Company or for its benefit.\n\n         (d) VESTING. Shares of stock sold or awarded under the Plan may, but \nneed not, be subject to a repurchase option in favor of the Company in \naccordance with a vesting schedule to be determined by the Board or the \nCommittee.\n\n         (e) TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP. In the \nevent the Continuous Status as an Employee, Director or Consultant of a \nperson holding a Stock Award terminates, the Company may repurchase or \notherwise reacquire, subject to the limitations described in subsection 7(d), \nany or all of the shares of stock held by that person which have not vested \nas of the date of termination under the terms of the stock bonus or \nrestricted stock purchase agreement between the Company and such person.\n\n8.       COVENANTS OF THE COMPANY.\n\n         (a) During the terms of the Stock Awards, the Company shall keep \navailable at all times the number of shares of stock required to satisfy such \nStock Awards.\n\n         (b) The Company shall seek to obtain from each regulatory commission \nor agency having jurisdiction over the Plan such authority as may be required \nto issue and sell shares of stock upon exercise of the Stock Award; provided, \nhowever, that this undertaking shall not require the Company to register \nunder the Securities Act of 1933, as amended (the 'Securities Act') either \nthe Plan, any Stock Award or any stock issued or issuable pursuant to any \nsuch Stock Award. If, after reasonable efforts, the Company is unable to \nobtain from any such regulatory commission or agency the authority which \ncounsel for the Company deems necessary for the lawful issuance and sale of \nstock under the Plan, the Company shall be relieved from any liability for \nfailure to issue and sell stock upon exercise of such Stock Awards unless and \nuntil such authority is obtained.\n\n9.       USE OF PROCEEDS FROM STOCK.\n\n                                        7\n\n\n\n         Proceeds from the sale of stock pursuant to Stock Awards shall \nconstitute general funds of the Company.\n\n10.      MISCELLANEOUS.\n\n         (a) The Board shall have the power to accelerate the time at which a \nStock Award may first be exercised or the time during which a Stock Award or \nany part thereof will vest pursuant to subsection 6(e) or 7(d), \nnotwithstanding the provisions in the Stock Award stating the time at which \nit may first be exercised or the time during which it will vest.\n\n         (b) Neither an Employee or Consultant, nor any person to whom a \nStock Award is transferred under subsection 6(d) or 7(b) shall be deemed to \nbe the holder of, or to have any of the rights of a holder with respect to, \nany shares subject to such Stock Award unless and until such person has \nsatisfied all requirements for exercise of the Stock Award pursuant to its \nterms.\n\n         (c) Nothing in the Plan or any instrument executed or Stock Award \ngranted pursuant thereto shall confer upon any Employee, Consultant or other \nholder of Stock Awards any right to continue in the employ of the Company or \nany Affiliate (or to continue acting as a Consultant) or shall affect the \nright of the Company or any Affiliate to terminate the employment of any \nEmployee with or without cause, or to terminate the relationship of any \nConsultant in accordance with the terms of that Consultant's agreement with \nthe Company or Affiliate to which such Consultant is providing services.\n\n         (d) SECURITIES LAW COMPLIANCE. The Company may require any person to \nwhom a Stock Award is granted, or any person to whom a Stock Award is \ntransferred pursuant to subsection 6(d) or 7(b), as a condition of exercising \nor acquiring stock under any Stock Award, (1) to give written assurances \nsatisfactory to the Company as to such person's knowledge and experience in \nfinancial and business matters and\/or to employ a purchaser representative \nreasonably satisfactory to the Company who is knowledgeable and experienced \nin financial and business matters, and that he or she is capable of \nevaluating, alone or together with the purchaser representative, the merits \nand risks of exercising the Stock Award; and (2) to give written assurances \nsatisfactory to the Company stating that such person is acquiring the stock \nsubject to the Stock Award for such person's own account and not with any \npresent intention of selling or otherwise distributing the stock. The \nforegoing requirements, and any assurances given pursuant to such \nrequirements, shall be inoperative if (i) the issuance of the shares upon the \nexercise or acquisition of stock under the Stock Award has been registered \nunder a then currently effective registration statement under the Securities \nAct, or (ii) as to any particular requirement, a determination is made by \ncounsel for the Company that such requirement need not be met in the \ncircumstances under the then applicable securities laws. The Company may \nrequire the holder of the Stock Award to provide such other representations, \nwritten assurances or information which the Company shall determine is \nnecessary, desirable or appropriate to comply with applicable securities and \nother laws as a condition of granting a Stock Award to such person or \npermitting the holder of the Stock Award to exercise the Stock Award. 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, \nbut not limited to, legends restricting the transfer of the stock.\n\n                                        8\n\n\n\n         (e) WITHHOLDING. To the extent provided by the terms of a Stock \nAward Agreement, the person to whom a Stock Award is granted may satisfy any \nfederal, state or local tax withholding obligation relating to the exercise \nor acquisition of stock under a Stock Award by any of the following means or \nby a combination of such means: (1) tendering a cash payment; (2) authorizing \nthe Company to withhold shares from the shares of the common stock otherwise \nissuable to the participant as a result of the exercise or acquisition of \nstock under the Stock Award; or (3) delivering to the Company owned and \nunencumbered shares of the common stock of the Company.\n\n11.      ADJUSTMENTS UPON CHANGES IN STOCK.\n\n         (a) If any change is made in the stock subject to the Plan, or \nsubject to any Stock Award, without the receipt of consideration by the \nCompany (through merger, consolidation, reorganization, recapitalization, \nreincorporation, stock dividend, dividend in property other than cash, stock \nsplit, liquidating dividend, combination of shares, exchange of shares, \nchange in corporate structure or other transaction not involving the receipt \nof consideration by the Company), the Plan will be appropriately adjusted in \nthe class(es) and the maximum number of shares subject to the Plan pursuant \nto subsection 4(a), and the outstanding Stock Awards will be appropriately \nadjusted in the class(es) and number of shares and price per share of stock \nsubject to such outstanding Stock Awards. Such adjustments shall be made by \nthe Board or the Committee, the determination of which shall be final, \nbinding and conclusive. (The conversion of any convertible securities of the \nCompany shall not be treated as a 'transaction not involving the receipt of \nconsideration by the Company.')\n\n         (b) In the event of: (1) a merger or consolidation in which the \nCompany is not the surviving corporation; or (2) a reverse merger in which \nthe Company is the surviving corporation but the shares of the Company's \ncommon stock outstanding immediately preceding the merger are converted by \nvirtue of the merger into other property, whether in the form of securities, \ncash or otherwise, then to the extent permitted by applicable law: (i) any \nsurviving corporation or an Affiliate of such surviving corporation shall \nassume any Stock Awards outstanding under the Plan or shall substitute \nsimilar Stock Awards for those outstanding under the Plan, or (ii) such Stock \nAwards shall continue in full force and effect. In the event any surviving \ncorporation and its Affiliates refuse to assume or continue such Stock \nAwards, or to substitute similar Stock Awards for those outstanding under the \nPlan, then, with respect to Stock Awards held by persons then performing \nservices as Employees, Directors or Consultants, such Stock Awards shall \nbecome fully vested as of the business day first preceding the date of the \ntransaction and all outstanding Stock Awards shall terminate if not exercised \nprior to such event. In the event of a dissolution, liquidation or sale of \nall or substantially all of the assets of the Company all outstanding Stock \nAwards shall terminate at that time.\n\n12.      AMENDMENT OF THE PLAN AND STOCK AWARDS.\n\n         (a) The Board at any time, and from time to time, may amend the Plan.\n\n         (b) The Board, in its sole discretion, may submit the Plan and\/or \nany amendment to the Plan for stockholder approval.\n\n                                        9\n\n\n\n         (c) It is expressly contemplated that the Board may amend the Plan \nin any respect the Board deems necessary or advisable to provide those \neligible with the maximum benefits provided or to be provided under the \nprovisions of the Code and the regulations promulgated thereunder.\n\n         (d) Rights and obligations under any Stock Award granted before \namendment of the Plan shall not be impaired by any amendment of the Plan \nunless (i) the Company requests the consent of the person to whom the Stock \nAward was granted and (ii) such person consents in writing.\n\n         (e) The Board at any time, and from time to time, may amend the \nterms of any one or more Stock Award; provided, however, that the rights and \nobligations under any Stock Award shall not be impaired by any such amendment \nunless (i) the Company requests the consent of the person to whom the Stock \nAward was granted and (ii) such person consents in writing.\n\n13.      TERMINATION OR SUSPENSION OF THE PLAN.\n\n         (a) The Board may suspend or terminate the Plan at any time. No \nStock Awards may be granted under the Plan while the Plan is suspended or \nafter it is terminated.\n\n         (b) Rights and obligations under any Stock Award granted while the \nPlan is in effect shall not be impaired by suspension or termination of the \nPlan, except with the written consent of the person to whom the Stock Award \nwas granted.\n\n14.      EFFECTIVE DATE OF PLAN.\n\n                  The Plan shall become effective on adoption by the Board.\n\n\n                                        10\n\n\n\n\n TYPE:  EX-27.1\n SEQUENCE:  3\n DESCRIPTION:  EXHIBIT 27.1\n\n\n  \n<font size=\"2\">\n\n ARTICLE:   5\n\nTHIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE\nCONSOLIDATED BALANCE SHEETS, STATEMENTS OF INCOME AND STATEMENTS OF CASH FLOW\nINCLUDED IN THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED\nAPRIL 2, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL\nSTATEMENTS.\n\n MULTIPLIER:   1,000\n       \n                             \n PERIOD TYPE:                     3-MOS\n FISCAL YEAR END:                            DEC-31-2000\n PERIOD START:                               JAN-01-2000\n PERIOD END:                                 APR-02-2000\n CASH:                                            14,193\n SECURITIES:                                       1,000\n RECEIVABLES:                                     19,535\n ALLOWANCES:                                         280\n INVENTORY:                                       20,016\n CURRENT ASSETS:                                  58,385\n PP&amp;E:                                            15,246\n DEPRECIATION:                                     8,514\n TOTAL ASSETS:                                    70,116\n CURRENT LIABILITIES:                             20,409\n BONDS:                                                0\n PREFERRED MANDATORY:                                  0\n PREFERRED:                                            0\n COMMON:                                              12\n OTHER SE:                                        46,906\n TOTAL LIABILITY AND EQUITY:                      70,116\n SALES:                                           18,679\n TOTAL REVENUES:                                  18,679\n CGS:                                             12,920\n TOTAL COSTS:                                      6,754\n OTHER EXPENSES:                                       0\n LOSS PROVISION:                                       0\n INTEREST EXPENSE:                                     9\n INCOME PRETAX:                                    (660)\n INCOME TAX:                                           0\n INCOME CONTINUING:                                (660)\n DISCONTINUED:                                         0\n EXTRAORDINARY:                                        0\n CHANGES:                                              0\n NET INCOME:                                       (660)\n EPS BASIC:                                       (0.05)\n EPS DILUTED:                                     (0.05)\n        \n\n<\/font><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7912],"corporate_contracts_industries":[9454],"corporate_contracts_types":[9539,9546],"class_list":["post-38397","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-invision-technologies-inc","corporate_contracts_industries-manufacturing__industrial","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\/38397","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=38397"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38397"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38397"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38397"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}