{"id":38407,"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-stock-incentive-plan-sohu-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-stock-incentive-plan-sohu-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-stock-incentive-plan-sohu-com-inc.html","title":{"rendered":"2000 Stock Incentive Plan &#8211; Sohu.com Inc."},"content":{"rendered":"<pre> \n                                 SOHU.COM INC.\n                           2000 STOCK INCENTIVE PLAN\n\n     1.   Purpose.  This 2000 Stock Incentive Plan (the 'Plan') is intended to\n          -------                                                             \nprovide incentives: (a) to the officers and other employees of Sohu.com Inc., a\nDelaware corporation (the 'Company'), and any present or future parent or\nsubsidiaries of the Company (collectively, 'Related Corporations') by providing\nthem with opportunities to purchase stock in the Company pursuant to options\ngranted hereunder which qualify as 'incentive stock options' under Section\n422(b) of the Internal Revenue Code of 1986, as amended (the 'Code') ('ISO' or\n'ISOs'), (b) to directors, officers, employees, consultants and advisors of the\nCompany and Related Corporations by providing them with (i) opportunities to\npurchase stock in the Company pursuant to options granted hereunder which do not\nqualify as ISOs ('Non-Qualified Option' or 'Non-Qualified Options') or (ii) by\nproviding them with opportunities to make direct purchases of common stock of\nthe Company ('Restricted Stock Purchases'). Both ISOs and Non-Qualified Options\nare referred to hereafter individually as an 'Option' and collectively as\n'Options.' Options and Restricted Stock Purchases are referred to hereafter\nindividually as a 'Stock Right' and collectively as 'Stock Rights.' As used\nherein, the terms 'parent' and 'subsidiary' mean 'parent corporation' and\n'subsidiary corporation,' respectively, as those terms are defined in Section\n424 of the Code.\n\n     2.   Administration of the Plan.\n          -------------------------- \n\n     A.   Board or Committee Administration.  The Plan shall be administered by \n          ---------------------------------                                    \nthe Board of Directors of the Company (the 'Board'). The Board may appoint a\nCompensation Committee (as the case may be, the 'Committee') of two (2) or more\nof its members to administer the Plan and to grant Stock Rights hereunder,\nprovided such Committee is delegated such powers in accordance with applicable\nstate law. (All references in this Plan to the 'Committee' shall mean the Board\nif no such Compensation Committee has been so appointed). If the Company\nregisters any class of any equity security pursuant to Section 12 of the\nSecurities Exchange Act of 1934, as amended (the 'Exchange Act'), the Plan shall\nbe administered in accordance with the applicable rules set forth in Rule 16b-3\nor any successor provisions of the Exchange Act or the rules under the Exchange\nAct or any such successor provision ('Rule 16b-3'). From and after the date the\nCompany becomes subject to Section 162(m) of the Code with respect to\ncompensation earned under the Plan, each member of the Committee shall also be\nan 'outside director' within the meaning of Section 162(m) of the Code and the\nregulations promulgated thereunder.\n\n     B.   Authority of Board or Committee.  Subject to the terms of the Plan, \n          -------------------------------                                     \nthe Committee shall have the authority to: (i) determine the employees of the\nCompany and Related Corporations (from among the class of employees eligible\nunder paragraph 3 to receive ISOs) to whom ISOs may be granted, and to determine\n(from among the class of individuals and entities eligible under paragraph 3 to\nreceive Non-Qualified Options and\n\n                                      -1-\n\n \nto make purchases of Restricted Stock) to whom Non-Qualified Options or rights\nto make Restricted Stock Purchases may be granted; (ii) determine the time or\ntimes at which Options may be granted or Restricted Stock Purchases made; (iii)\ndetermine the exercise price of shares subject to each Option, which price shall\nnot be less than the minimum price specified in paragraph 6, and the purchase\nprice of shares subject to each Restricted Stock Purchase, which price shall be\nnot less than 85% of the fair market value of shares of common stock on the date\nof the grant of the right to make a Restricted Stock Purchase; (iv) determine\nwhether each Option granted shall be an ISO or a Non-Qualified Option; (v)\ndetermine (subject to paragraph 7) the time or times when each Option shall\nbecome exercisable and the duration of the exercise period; (vi) determine\nwhether restrictions such as repurchase options are to be imposed on shares\nsubject to Options and Restricted Stock Purchases and the nature of any such\nrestrictions; (vii) impose such other terms and conditions with respect to Stock\nRights not inconsistent with the terms of this Plan as it deems necessary or\ndesirable; and (viii) interpret the Plan and prescribe and rescind rules and\nregulations relating to it.\n\n     If the Committee decides to issue a Non-Qualified Option, the Committee\nshall take whatever actions it deems necessary, under the Code and the\nregulations promulgated thereunder, to ensure that such Option is not treated as\nan ISO. The interpretation and construction by the Committee of any provisions\nof the Plan or of any Stock Right granted under it shall be final unless\notherwise determined by the Board. The Committee may from time to time adopt\nsuch rules and regulations for carrying out the Plan as it may deem best. No\nmember of the Board or the Committee shall be liable for any action or\ndetermination made in good faith with respect to the Plan or any Stock Right\ngranted under it.\n\n     C.   Committee Actions.  The Committee may select one of its members as its\n          -----------------                                                     \nchairman and shall hold meetings at such time and places as it may determine.\nActs by a majority of the Committee, acting at a meeting (whether held in person\nor by teleconference), or acts reduced to or approved in writing by all of the\nmembers of the Committee, shall be the valid acts of the Committee. From time to\ntime the Board may increase the size of the Committee and appoint additional\nmembers thereof, remove members (with or without cause) and appoint new members\nin substitution therefor, fill vacancies however caused, or remove all members\nof the Committee and thereafter directly administer the Plan, subject to\ncompliance with paragraph 2A.\n\n     D.   Grant of Stock Rights to Board Members.  Stock Rights may be granted \n          --------------------------------------                     \nto members of the Board, subject to compliance with Rule 16b-3 when required by\nparagraph 2A. All grants of Stock Rights to members of the Board shall be made\nin all respects in accordance with the provisions of this Plan applicable to\nother eligible persons.\n\n     3.   Eligible Employees and Others.  ISOs may be granted to any employee \n          -----------------------------                                       \nof the Company or any Related Corporation. Those officers and directors of the\nCompany who are not employees may not be granted ISOs under the Plan. Non-\nQualified Options and authorizations to make Restricted Stock Purchases may be\ngranted to any employee, \n\n                                      -2-\n\n \nofficer or director (whether or not also an employee) or consultant or advisor\nof the Company or any Related Corporation. The Committee may take into\nconsideration a recipient's individual circumstances in determining whether to\ngrant a Stock Right. Granting a Stock Right to any individual or entity shall\nneither entitle that individual or entity to, nor disqualify him from,\nparticipation in any other grant of Stock Rights.\n\n     4.   Common Stock.  The stock subject to Stock Rights shall be authorized\n          ------------                                                        \nbut unissued shares of Common Stock of the Company, $.001 par value (the 'Common\nStock'), or shares of Common Stock reacquired by the Company in any manner. The\naggregate number of shares which may be issued pursuant to the Plan is 900,000\nminus that number of shares which are the subject of option grants made, or were\npurchased pursuant to the exercise of options that were granted, to employees,\nofficers directors, or consultants of the Company or Related Corporations prior\nto the date of the adoption of this plan by the Company's Board of Directors,\nsubject to adjustment as provided in paragraph 13. Any such shares may be issued\npursuant to the exercise of ISOs or Non-Qualified Options or pursuant to\nRestricted Stock Purchases, so long as the aggregate number of shares so issued\ndoes not exceed such number, as adjusted. Until such time as the Company becomes\nsubject to Section 162(m) of the Code with respect to compensation earned under\nthis Plan, if any Stock Right granted under the Plan shall expire or terminate\nfor any reason without having been exercised in full or shall cease for any\nreason to be exercisable in whole or in part or if any shares of Common Stock\nissued pursuant to a Stock Right have been repurchased by the Company in\naccordance with the terms of the agreement or instrument pursuant to which the\nStock Right is granted, then the unpurchased shares subject to such Stock Right\nand any shares issued pursuant to a Stock Right that have been so repurchased by\nthe Company (or shares in substitution thereof) shall again be available for\ngrants of Stock Right under the Plan.\n\n     5.   Granting of Stock Rights.  Stock Rights may be granted under the Plan\n          ------------------------                                             \nat any time after January 24, 2000 and prior to January 24, 2010. The date of\ngrant of a Stock Right under the Plan will be the date specified by the\nCommittee at the time it grants the Stock Right; provided, however, that such\ndate shall not be prior to the date on which the Committee acts to approve the\ngrant. The Committee shall have the right, with the consent of the optionee, to\nconvert an ISO granted under the Plan to a Non-Qualified Option pursuant to\nparagraph 17.\n\n     6.   Minimum Option Price; ISO Limitations.\n          ------------------------------------- \n\n     A.   Price for ISOs.  The exercise price per share specified in the \n          --------------     \nagreement relating to each ISO granted under the Plan shall not be less than the\nfair market value per share of Common Stock on the date of such grant. In the\ncase of an ISO to be granted to an employee owning stock possessing more than\nten percent (10%) of the total combined voting power of all classes of stock of\nthe Company or any Related Corporation, the price per share specified in the\nagreement relating to such ISO shall not be less than one hundred ten percent\n(110%) of the fair market value per share of Common Stock on the date of grant.\n\n                                      -3-\n\n \n     B.   $100,000 Annual Limitation on ISOs.  Each eligible employee may be\n          ----------------------------------                                \ngranted ISOs only to the extent that, in the aggregate under this Plan and all\nother incentive stock option plans of the Company and any Related Corporation,\nsuch ISOs do not become exercisable for the first time by such employee during\nany calendar year in a manner which would entitle the employee to purchase more\nthan $100,000 in fair market value (determined at the time the ISOs were\ngranted) of Common Stock in that year. Any Options granted to an employee in\nexcess of such amount will be granted as Non-Qualified Options.\n\n     C.   Determination of Fair Market Value.  If, at the time an Option is \n          ----------------------------------                                \ngranted under the Plan, the Company's Common Stock is publicly traded, 'fair\nmarket value' shall be determined as of the last business day for which the\nprices or quotes discussed in this sentence are available prior to the date such\nOption is granted and shall mean (i) the average (on that date) of the high and\nlow prices of the Common Stock on the principal national securities exchange on\nwhich the Common Stock is traded, if the Common Stock is then traded on a\nnational securities exchange, or on the Nasdaq National Market or the Nasdaq\nSmall Cap Market, if the Common Stock is not then traded on a national\nsecurities exchange; or (ii) the average of the low bid and high ask prices as\nquoted on that date by an established quotation service for over-the-counter\nsecurities, if the Common Stock is not then traded on a national securities\nexchange or the Nasdaq National Market or the Nasdaq Small Cap Market. If the\nCommon Stock is not publicly traded at the time an Option is granted under the\nPlan, 'fair market value' shall be deemed to be the fair value of the Common\nStock as determined by the Committee after taking into consideration all factors\nin good faith it deems appropriate, including, without limitation, recent sale\nand offer prices of the Common Stock in private transactions negotiated at arm's\nlength, if any.\n\n     7.   Option Duration.  Subject to earlier termination as provided in \n          ---------------                                                 \nparagraphs 9, 10, and 13B, each Option shall expire on the date specified by the\nCommittee and set forth in the original stock option agreement granting such\nOption, provided that ISOs shall in any event expire not more than ten years\nfrom the date of grant and ISOs granted to an employee owning stock possessing\nmore than ten percent (10%) of the total combined voting power of all classes of\nstock of the Company or any Related Corporation, such ISOs shall expire not more\nthan five years from the date of grant. Non-Qualified Options shall expire on\nthe date specified in the agreement granting such Non-Qualified Options, subject\nto extension as determined by the Committee. ISOs, or any part thereof, that\nhave been converted into Non-Qualified Options may be extended as provided in\nparagraph 17.\n\n     8.   Exercise of Option.  Subject to the provisions of paragraphs 9 \n          ------------------                                             \nthrough 13, each Option granted under the Plan shall be exercisable as follows:\n\n     A.   Vesting.  Unless otherwise specified by the Committee or the Board of\n          -------                                                              \nDirectors and subject to paragraphs 9 and 10 with respect to ISO's, Options\ngranted to employees shall vest on a schedule at least as rapid as the\nfollowing: (a) as to 25% of the shares subject to the Option, on the first\nanniversary of the date of grant of the Option; \n\n                                      -4-\n\n \nand (b) as to the remaining 75% of the shares subject to the Option, in 12 equal\nquarterly installments beginning one calendar quarter after the date of such\nanniversary. The Committee may also specify such other conditions precedent as\nit deems appropriate to the exercise of an Option.\n\n     B.   Full Vesting of Installments.  Once an installment becomes \n          ----------------------------                               \nexercisable it shall remain exercisable until expiration or termination of the\nOption, unless otherwise specified by the Committee.\n\n     C.   Partial Exercise.  Each Option or installment may be exercised at any\n          ----------------                                                     \ntime or from time to time, in whole or in part, for up to the total number of\nshares with respect to which it is then exercisable, provided that the Committee\nmay specify a certain minimum number or percentage of the shares issuable upon\nexercise of any Option that must be purchased upon any exercise.\n\n     D.   Acceleration of Vesting.  The Committee shall have the right to \n          -----------------------                                         \naccelerate the date of exercise of any installment of any Option, despite the\nfact that such acceleration may: (i) cause the application of Sections 280G and\n4999 of the Code if an Acquisition, as defined below in paragraph 13B, occurs,\nor (ii) disqualify all or part of the Option as an ISO.\n\n     9.   Termination of Employment.  If an ISO optionee ceases to be employed\n          -------------------------                                           \nby the Company and all Related Corporations other than by reason of death or\ndisability as defined in paragraph 10, no further installments of his ISOs shall\nbecome exercisable following the date of such cessation of employment, and his\nISOs shall terminate after the passage of ninety (90) days from the date of\ntermination of his employment, but in no event later than on their specified\nexpiration dates, except to the extent that such ISOs (or unexercised\ninstallments thereof) have been converted into Non-Qualified Options pursuant to\nparagraph 17. Nothing in the Plan shall be deemed to give any grantee of any\nStock Right the right to be retained in employment or other service by the\nCompany or any Related Corporation for any period of time.\n\n     The Board or Committee may establish such provisions in particular Stock\nRight grant agreements as it may deem appropriate with respect to the treatment\nof Stock Rights other than ISOs upon the termination of the employment of the\nholder of the Stock Right.\n\n     10.  Death; Disability.\n          ----------------- \n\n     A.   Death.  If an ISO optionee ceases to be employed by the Company and \n          -----                                                               \nall Related Corporations by reason of his death, any ISO of his may be\nexercised, to the extent of the number of shares with respect to which he could\nhave exercised it on the date of his death, by his estate, personal\nrepresentative or beneficiary who has acquired the ISO by will or by the laws of\ndescent and distribution, at any time prior to the earlier of the specified\nexpiration date of the ISO or one hundred and eighty (180) days from the date of\nsuch optionee's death.\n\n                                      -5-\n\n \n     B.   Disability.  If an ISO optionee ceases to be employed by the Company \n          ----------                                                           \nand all Related Corporations by reason of his disability, he or, in the event of\nhis death, his estate, personal representative or beneficiary who has acquired\nthe ISO by will or by the laws of descent and distribution, shall have the right\nto exercise any ISO held by him on the date of termination of employment, to the\nextent of the number of shares with respect to which he could have exercised it\non that date, at any time prior to the earlier of the specified expiration date\nof the ISO or one (1) year from the date of the termination of the optionee's\nemployment. For the purposes of the Plan, the term 'disability' shall mean\n'permanent and total disability' as defined in Section 22(e)(3) of the Code or\nsuccessor statute.\n\n                                      -6-\n\n \n     11.  Assignability.  No ISO, and unless specified in the agreement or \n          -------------                                                    \ninstrument pursuant to which the Option is granted, no Non-Qualified Option\nshall be assignable or transferable by the optionee except by will or by the\nlaws of descent and distribution, and during the lifetime of the grantee each\nStock Right shall be exercisable only by him or her. No Stock Right, and no\nright to exercise any portion thereof, shall be subject to execution,\nattachment, or similar process, assignment, or any other alienation or\nhypothecation. Upon any attempt so to transfer, assign, pledge, hypothecate, or\notherwise dispose of any Stock Right, or of any right or privilege conferred\nthereby, contrary to the provisions thereof or hereof or upon the levy of any\nattachment or similar process upon any Stock Right, right or privilege, such\nStock Right and such rights and privileges shall immediately become null and\nvoid.\n\n     12.  Terms and Conditions of Stock Rights.  Stock Rights shall be \n          ------------------------------------                         \nevidenced by instruments (which need not be identical) in such forms as the\nCommittee may from time to time approve. Such instruments shall conform to the\nterms and conditions set forth in paragraphs 6 through 11 hereof to the extent\napplicable and may contain such other provisions as the Committee deems\nadvisable which are not inconsistent with the Plan. Without limiting the\nforegoing, such provisions may include transfer restrictions, rights of refusal,\nvesting provisions, repurchase rights and drag-along rights with respect to\nshares of Common Stock issuable upon exercise of Stock Rights, and such other\nrestrictions applicable to shares of Common Stock issuable upon exercise of\nStock Rights as the Committee may deem appropriate. In granting any Non-\nQualified Option, the Committee may specify that such Non-Qualified Option shall\nbe subject to the restrictions set forth herein with respect to ISOs, or to such\nother termination, cancellation or other provisions as the Committee may\ndetermine. The Committee may from time to time confer authority and\nresponsibility on one or more of its own members and\/or one or more officers of\nthe Company to execute and deliver such instruments. The proper officers of the\nCompany are authorized and directed to take any and all action necessary or\nadvisable from time to time to carry out the terms of such instruments.\n\n     13.  Adjustments. Upon the occurrence of any of the following events, an\n          -----------                                                        \noptionee's rights with respect to Options granted to him hereunder shall be\nadjusted as hereinafter provided, unless otherwise specifically provided in the\nwritten agreement between the optionee and the Company relating to such Option:\n\n     A.   Stock Dividends and Stock Splits.  If the shares of Common Stock \n          --------------------------------                                 \nshall be subdivided or combined into a greater or smaller number of shares or if\nthe Company shall issue any shares of Common Stock as a stock dividend on its\noutstanding Common Stock, the number of shares of Common Stock deliverable upon\nthe exercise of Options shall be appropriately increased or decreased\nproportionately, and appropriate adjustments shall be made in the purchase price\nper share to reflect such subdivision, combination or stock dividend.\n\n     B.   Consolidations, Mergers or Sales of Assets or Stock.  If the Company \n          ---------------------------------------------------                  \nis to be consolidated with or acquired by another person or entity in a merger,\nsale of all or substantially all of the Company's assets or stock or otherwise\n(an 'Acquisition'), the \n\n                                      -7-\n\n \nCommittee or the board of directors of any entity assuming the obligations of\nthe Company hereunder (the 'Successor Board') shall, with respect to outstanding\nOptions or shares acquired upon exercise of any Option, take one or more of the\nfollowing actions: (i) make appropriate provision for the continuation of such\noptions by substituting on an equitable basis for the shares then subject to\nsuch Options the consideration payable with respect to the outstanding shares of\nCommon Stock in connection with the Acquisition; (ii) accelerate the date of\nexercise of such Options or of any installment of any such Options; (iii) upon\nwritten notice to the optionees, provide that all Options must be exercised, to\nthe extent then exercisable, within a specified number of days of the date of\nsuch notice, at the end of which period the Options, including those which are\nnot then exercisable, shall terminate; (iv) terminate all Options in exchange\nfor a cash payment equal to the excess of the fair market value of the shares\nsubject to such Options (to the extent then exercisable) over the exercise price\nthereof; or (v) in the event of a stock sale, require that the optionee sell to\nthe purchaser to whom such stock sale is to be made, all shares previously\nissued to such optionee upon exercise of any Option, at a price equal to the\nportion of the net consideration from such sale which is attributable to such\nshares. Nothing contained herein will be deemed to require the Company to take,\nor refrain from taking, any one or more of the foregoing actions.\n\n     C.   Recapitalization or Reorganization.  In the event of a \n          ----------------------------------                     \nreorganization of the Company (other than a transaction described in\nsubparagraph B   above) pursuant to which securities of the Company or of\nanother corporation are issued with respect to the outstanding shares of Common\nStock, an optionee upon exercising an Option shall be entitled to receive for\nthe purchase price paid upon such exercise the securities he would have received\nif he had exercised his Option prior to such recapitalization or reorganization\nand had been the owner of the Common Stock receivable upon such exercise at such\ntime.\n\n     D.   Modification of ISOs.  Notwithstanding the foregoing, any \n          --------------------                                      \nadjustments made pursuant to the foregoing subparagraphs A, B or C with respect\nto ISOs shall be made only after the Committee, after consulting with counsel\nfor the Company, determines whether such adjustments would constitute a\n'modification' of such ISOs (as that term is defined in Section 424 of the Code\nor any successor thereto) or would cause any adverse tax consequences for the\nholders of such ISOs. If the Committee determines that such adjustments made\nwith respect to ISOs would constitute a modification of such ISOs, it may\nrefrain from making such adjustments.\n\n     E.   Issuances of Securities and Non-Stock Dividends.  Except as expressly\n          -----------------------------------------------                      \nprovided herein, no issuance by the Company of shares of stock of any class, or\nsecurities convertible into shares of stock of any class, shall affect, and no\nadjustment by reason thereof shall be made with respect to, the number or price\nof shares subject to Options. No adjustments shall be made for dividends paid in\ncash or in property other than securities of the Company (and, in the case of\nsecurities of the Company, such adjustments shall be made pursuant to the\nforegoing subparagraph A).\n\n                                      -8-\n\n \n     F.   Fractional Shares.  No fractional shares shall be issued under the \n          -----------------                                                  \nPlan, and the optionee shall receive from the Company cash in lieu of such\nfractional shares.\n\n     G.   Adjustments.  Upon the happening of any of the foregoing events \n          -----------                                                     \ndescribed in subparagraphs A, B or C above, the class and aggregate number of\nshares set forth in paragraph 4 hereof that are subject to Stock Rights which\npreviously have been or subsequently may be granted under the Plan shall also be\nappropriately adjusted to reflect the events described in such subparagraphs.\nThe Committee or the Successor Board, as applicable, shall determine the\nspecific adjustments to be made under this paragraph 13 and its determination\nshall be conclusive.\n\n     If any person or entity owning Common Stock obtained by exercise of a Stock\nRight made hereunder receives shares or securities or cash in connection with a\ncorporate transaction described in subparagraphs A, B or C above as a result of\nowning such Common Stock, except as otherwise provided in subparagraph B, such\nshares or securities or cash shall be subject to all of the conditions and\nrestrictions applicable to the Common Stock with respect to which such shares or\nsecurities or cash were issued, unless otherwise determined by the Committee or\nthe Board of Directors of the Surviving Entity.\n\n     H.   Pooling-of-Interests Accounting.  If the Company proposes to engage \n          -------------------------------                                     \nin an Acquisition intended to be accounted for as a pooling-of-interests, and in\nthe event that the provisions of this Plan or of any agreement hereunder, or any\nactions of the Board taken in connection with such Acquisition, are determined\nby the Company's or the Surviving Entity's independent public accountants to\ncause such Acquisition to fail to be accounted for as a pooling-of-interests,\nthen such provisions or actions may be amended or rescinded at the election of\nthe Committee, without the consent of any grantee, to be consistent with \npooling-of-interests accounting treatment for such Acquisition.\n\n     14.  Means of Exercising Stock Rights.  A Stock Right (or any part or\n          --------------------------------                                \ninstallment thereof) shall be exercised by the holder thereof giving written\nnotice to the Company at its principal office address. Such notice shall\nidentify the Stock Right being exercised and specify the number of shares as to\nwhich such Stock Right is being exercised, accompanied by full payment of the\npurchase price therefor either (a) in United States dollars in cash or by check,\nor (b) at the discretion of the Committee, delivery of an irrevocable and\nunconditional undertaking, satisfactory in form and substance to the Company, by\na creditworthy broker to deliver promptly to the Company sufficient funds to pay\nthe exercise price, or delivery to the Company of a copy of irrevocable and\nunconditional instructions, satisfactory in form and substance to the Company,\nto a creditworthy broker to deliver promptly to the Company cash or a check\nsufficient to pay the exercise price, or (c) at the discretion of the Committee,\nthrough delivery of shares of Common Stock having a fair market value equal as\nof the date of the exercise to the cash exercise price of the Stock Right, or\n(d) at the discretion of the Committee, by delivery of the grantee's personal\nrecourse note bearing interest payable not less than annually at no less than\n100% of the applicable Federal rate, as defined in Section 1274(d) of the Code,\nor (e) at the discretion of the Committee, by any combination of (a), (b) (c)\nand (d) above. \n\n                                      -9-\n\n \nThe holder of a Stock Right shall not have the rights of a shareholder with\nrespect to the shares covered by his Stock Right until the date of issuance of a\nstock certificate to him for the shares subject to the Stock Right. Except as\nexpressly provided above in paragraph 13 with respect to changes in\ncapitalization and stock dividends, no adjustment shall be made for dividends or\nsimilar rights for which the record date is before the date such stock\ncertificate is issued.\n\n     15.  Term and Amendment of Plan.  This Plan was originally adopted by the \n          --------------------------                                           \nBoard on January 24, 2000 and will be presented to the stockholders of the\nCompany for approval on or prior to January 24, 2001. If the approval of\nstockholders is not obtained by such date, ISOs granted under the Plan prior to\nthat date will be converted automatically to Non-Qualified Options, without any\naction on the part of the Board, the Committee, or the holder of the Option. The\nPlan shall expire on that date which is ten years from the date of its adoption\nby the Board (except as to Options outstanding on the expiration date). Options\nmay be granted under the Plan prior to the date of stockholder approval of the\nPlan.\n\n     The Board may terminate or amend the Plan in any respect at any time,\nexcept that, without the approval of the stockholders obtained within 12 months\nbefore or after the Board adopts a resolution authorizing any of the following\nactions: (a) the total number of shares that may be issued under the Plan may\nnot be increased (except by adjustment pursuant to paragraph 13); (b) the\nprovisions of paragraph 3 regarding eligibility for grants of ISOs may not be\nmodified; (c) the provisions of paragraph 6(B) regarding the exercise price at\nwhich shares may be offered pursuant to ISOs may not be modified (except by\nadjustment pursuant to paragraph 13); and (d) the expiration date of the Plan\nmay not be extended.\n\n     16.  Section 162(m)  Notwithstanding anything herein to the contrary, no \n          ----------------                                                    \nStock Right shall become exercisable, vested or realizable if such Stock Right\nis granted to an employee that is a 'covered employee' as defined in Section\n162(m) of the Code and the Committee has determined that such Stock Right should\nbe structured so that it is not 'applicable employee remuneration' under such\nSection 162(m) unless and until the terms of this Plan, including any amendment\nhereto, have been approved by the Company's stockholders in the manner and to\nthe extent required under such Section 162(m).\n\n     17.  Amendment of Stock Rights.  The Board or Committee may amend, modify \n          -------------------------                                            \nor terminate any outstanding Stock Rights including, but not limited to,\nsubstituting therefor another Stock Right of the same or a different type,\nchanging the date of exercise or realization, and converting an ISO to a Non-\nQualified Option; provided that, except as otherwise provided in paragraphs 9,\n10, and 15, the grantee's consent to such action shall be required unless the\nBoard or Committee determines that the action, taking into account any related\naction, would not materially and adversely affect the grantee.\n\n                                      -10-\n\n \n     18.  Application Of Funds.  The proceeds received by the Company from the\n          --------------------                                                \nexercise of Options granted and Restricted Stock Purchases authorized under the\nPlan shall be used for general corporate purposes.\n\n     19.  Governmental Regulation.  The Company's obligation to sell and deliver\n          -----------------------                                               \nshares of the Common Stock under this Plan is subject to the approval of any\ngovernmental authority required in connection with the authorization, issuance\nor sale of such shares.\n\n     20.  Withholding of Additional Income Taxes.  Upon the exercise of a Non-\n          --------------------------------------                             \nQualified Option, the making of a Restricted Stock Purchase for less than its\nfair market value, the making of a Disqualifying Disposition (as defined in\nparagraph 21) or the vesting of forfeitable stock purchased pursuant to a\nRestricted Stock Purchase, the Company, in accordance with Section 3402(a) of\nthe Code, may require the holder of the Stock Right to pay additional\nwithholding taxes in respect of the amount that is considered compensation\nincludible in such person's gross income. The Committee in its discretion may\ncondition (i) the exercise of an Option, (ii) a the making of a Restricted Stock\nPurchase Award, or (iii) the vesting of forfeitable stock purchased pursuant to\na Restricted Stock Purchase, on the grantee's payment of such additional\nwithholding taxes.\n\n     21.  Notice to Company of Disqualifying Disposition.  Each employee who \n          ----------------------------------------------                     \nreceives an ISO must agree to notify the Company in writing immediately after\nthe employee makes a Disqualifying Disposition of any Common Stock acquired\npursuant to the exercise of an ISO. A 'Disqualifying Disposition' is any\ndisposition (including any sale) of such Common Stock before the later of:\n\n     A.   two years after the date the employee was granted the ISO, and\n\n     B.   one year after the date the employee acquired Common Stock by\nexercising the ISO. If the employee has died before such stock is sold, these\nholding period requirements do not apply and no Disqualifying Disposition can\noccur thereafter.\n\n     22.  Governing Law; Construction.  The validity and construction of the \n          ----------------------------                                       \nPlan and the instruments evidencing Options shall be governed by the laws of the\nstate of Delaware. In construing this Plan, the singular shall include the\nplural and the masculine gender shall include the feminine and neuter, unless\nthe context otherwise requires.\n\n                                      -11-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8856],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9546],"class_list":["post-38407","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sohucom-inc","corporate_contracts_industries-technology__programming","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\/38407","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=38407"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38407"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38407"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38407"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}