{"id":38410,"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-option-plan-z-i-imaging-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-stock-option-plan-z-i-imaging-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-stock-option-plan-z-i-imaging-corp.html","title":{"rendered":"2000 Stock Option Plan &#8211; Z\/I Imaging Corp."},"content":{"rendered":"<pre>                     Z\/I IMAGING CORPORATION\n\n                     2000 STOCK OPTION PLAN\n\n\nSECTION 1.     Purpose; Definitions.\n\n     The purpose of the Z\/I Imaging Corporation 2000 Stock Option\nPlan (the \"Plan\") is to enable Z\/I Imaging Corporation (the\n\"Company\") to attract, retain and reward directors and key\nemployees of, and consultants to, the Company and its\nSubsidiaries and Affiliates and to strengthen the mutuality of\ninterests between such key employees, directors and consultants\nby awarding such key employees and\/or directors and consultants\nperformance-based stock incentives and\/or other equity interests\nor equity-based incentives in the Company.  The creation of the\nPlan shall not diminish or prejudice other compensation programs\napproved from time to time by the Board.\n\n     For purposes of the Plan, the following terms shall be\ndefined as set forth below:\n     \n     A.   \"Affiliate\" means any entity other than the Company and its\nSubsidiaries that is designated by the Board as a participating\nemployer under the Plan, provided that the Company directly or\nindirectly owns at least 20% of the combined voting power of all\nclasses of stock of such entity or at least 20% of the ownership\ninterests in such entity.\n\n     B.   \"Board\" means the Board of Directors of the Company.\n\n     C.   \"Cause\" has the meaning provided in Section 5(i) of the\nPlan.\n\n     D.   \"Change in Control\" has the meaning provided in Section 8(b)\nof the Plan.\n\n     E.   \"Change in Control Price\" has the meaning provided in\nSection 8(c) of the Plan.\n\n     F.   \"Common Stock\" means the Company's Common Stock, par value\n$.01 per share.\n\n     G.   \"Commission\" means the Securities and Exchange Commission.\n\n     H.   \"Code\" means the Internal Revenue Code of 1986, as amended\nfrom time to time, and any successor thereto.\n\n     I.   \"Committee\" means the Committee referred to in Section 2 of\nthe Plan.\n\n     J.   \"Company\" means Z\/I Imaging Corporation, a corporation\norganized under the laws of the State of Delaware or any\nsuccessor corporation.\n\n     K.   \"Disability\" means disability as defined in Section 22(e)(3)\nof the Code.\n\n     L.   \"Early Retirement\" means retirement, for purposes of this\nPlan with the express consent of the Company at or before the\ntime of such retirement, from active employment with the Company\nand any Subsidiary or Affiliate prior to age 65, in accordance\nwith any applicable early retirement policy of the Company then\nin effect or as may be approved by the Committee.\n\n     M.   \"Effective Date\" has the meaning provided in Section 12 of\nthe Plan.\n\n     N.   \"Exchange Act\" means the Securities Exchange Act of 1934, as\namended from time to time, and any successor thereto.\n\n     O.   \"Fair Market Value\" means with respect to the Common Stock,\nas of any given date or dates, unless otherwise determined by the\nCommittee in good faith, the reported closing price of a share of\nCommon Stock on the NASDAQ-National Market or such other market\nor exchange as is the principal trading market for the Common\nStock, or, if no such sale of a share of Common Stock is reported\non the NASDAQ-National Market or other exchange or principal\ntrading market on such date, the fair market value of a share of\nCommon Stock as determined by the Committee in good faith.\n\n     P.   \"Incentive Stock Option\" means any Stock Option intended to\nbe and designated as an \"Incentive Stock Option\" within the\nmeaning of Section 422 of the Code.\n\n     Q.   \"Immediate Family\" means any child, stepchild, grandchild,\nparent, stepparent, grandparent, spouse, sibling, mother-in-law,\nfather-in-law, son-in-law, daughter-in-law, brother-in-law, or\nsister-in-law, and shall include adoptive relationships.\n\n     R.   \"Non-Employee Director\" means a member of the Board who is a\nNon-Employee Director within the meaning of Rule 16b-3(b)(3)\npromulgated under the Exchange Act and an outside director within\nthe meaning of Treasury Regulation Sec. 162-27(e)(3) promulgated\nunder the Code.\n\n     S.   \"Non-Qualified Stock Option\" means any Stock Option that is\nnot an Incentive Stock Option.\n\n     T.   \"Normal Retirement\" means retirement from active employment\nwith the Company and any Subsidiary or Affiliate on or after age\n65.\n\n     U.   \"Other Stock-Based Award\" means an award under Section 7\nbelow that is valued in whole or in part by reference to, or is\notherwise based on, the Common Stock.\n\n     V.   \"Parent Company\" means any company (other than the Company)\nin an unbroken chain of companies ending with the Company if each\nof the companies (other than the last company in the unbroken\nchain) owns stock, membership interests or partnership interests\npossessing 50% or more of the total combined voting power of all\nclasses of stock, membership interests or partnership interests\nin one of the other companies in the chain.\n\n     W.   \"Plan\" means this Z\/I Imaging Corporation 2000 Stock Option\nPlan, as amended from time to time.\n\n     X.   \"Restricted Stock\" means an award of shares of Common Stock\nthat is subject to restrictions under Section 6 of the Plan.\n\n     Y.   \"Restriction Period\" has the meaning provided in Section 6\nof the Plan.\n\n     Z.   \"Retirement\" means Normal or Early Retirement.\n\n     AA.  \"Section 162(m) Maximum\" has the meaning provided in Section\n3(a) hereof.\n\n     BB.  \"Stock Option\" or \"Option\" means any option to purchase\nshares of Common Stock (including Restricted Stock, if the\nCommittee so determines) granted pursuant to Section 5 below.\n\n     CC.  \"Subsidiary\" means any company (other than the Company) in\nan unbroken chain of companies beginning with the Company if each\nof the companies (other than the last company in the unbroken\nchain) owns stock, membership interests or partnership interests\npossessing 50% or more of the total combined voting power of all\nclasses of stock, membership interests or partnership interests\nin one of the other companies in the chain.\n\nSECTION 2.     Administration.\n\n     The Plan shall initially be administered by the Board.  At\nthe Board's discretion, but in any event from and after the time\nof the Company's initial public offering of Common Stock, the\nPlan shall be administered by a Committee of not less than two\nNon-Employee Directors, who shall be appointed by the Board and\nwho shall serve at the pleasure of the Board.  The functions of\nthe Committee specified in the Plan may be exercised by the Board\nor by an existing Committee of the Board composed exclusively of\nNon-Employee Directors.  From and after the time of the Company's\ninitial public offering of Common Stock, in the event there are\nnot at least two Non-Employee Directors on the Committee, the\nPlan shall be administered by the Board.  If at any time the Plan\nis administered by the Board, all references herein to the\nCommittee shall refer to the Board.\n\n     The Committee shall have authority to grant, pursuant to the\nterms of the Plan, to directors, officers, other key employees,\nand consultants eligible under Section 4:  (i) Stock Options,\n(ii) Restricted Stock, and\/or (iii) Other Stock-Based Awards.\n\n     In particular, the Committee, or the Board, as the case may\nbe, shall have the authority, consistent with the terms of the\nPlan:\n\n          (a)  to select the officers, key employees, directors and\n     consultants to the Company and its Subsidiaries and Affiliates to\n     whom Stock Options, Restricted Stock, and\/or Other Stock-Based\n     Awards may from time to time be granted hereunder;\n\n          (b)  to determine whether and to what extent Stock Options,\n     Restricted Stock, and\/or Other Stock-Based Awards, or any\n     combination thereof, are to be granted hereunder to one or more\n     eligible persons;\n\n          (c)  to determine the number of shares to be covered by each such\n     award granted hereunder;\n\n          (d)  to determine the terms and conditions, not inconsistent with\n     the terms of the Plan, of any award granted hereunder (including,\n     but not limited to, the share price and any restriction or\n     limitation, or any vesting acceleration or waiver of forfeiture\n     restrictions regarding any Stock Option or other award and\/or the\n     shares of Common Stock relating thereto, based in each case on\n     such factors as the Committee shall determine, in its sole\n     discretion); and to amend or waive any such terms and conditions\n     to the extent permitted by Section 9 hereof;\n\n          (e)  to determine whether and under what circumstances a Stock\n     Option may be settled in cash or Restricted Stock under\n     Section 5(k) or (l), as applicable, instead of Common Stock;\n\n          (f)  to determine whether, to what extent, and under what\n     circumstances Option grants and\/or other awards under the Plan\n     are to be made, and operate, on a tandem basis vis-a-vis other\n     awards under the Plan and\/or cash awards made outside of the\n     Plan, or on an additive basis;\n\n          (g)  to determine whether, to what extent, and under what\n     circumstances shares of Common Stock and other amounts payable\n     with respect to an award under this Plan shall be deferred either\n     automatically or at the election of the participant (including\n     providing for and determining the amount (if any) of any deemed\n     earnings on any deferred amount during any deferral period);\n\n          (h)  to determine whether to require payment of tax withholding\n     requirements in shares of Common Stock subject to the award; and\n\n          (i)  to impose any holding period required to satisfy Section 16\n     under the Exchange  Act.\n\n     The Committee shall have the authority to adopt, alter, and\nrepeal such rules, guidelines, and practices governing the Plan\nas it shall, from time to time, deem advisable; to interpret the\nterms and provisions of the Plan and any award issued under the\nPlan (and any agreements relating thereto); and to otherwise\nsupervise the administration of the Plan.\n\n     All decisions made by the Committee pursuant to the\nprovisions of the Plan (including without limitation Section 9)\nshall be made in the Committee's sole discretion and shall be\nfinal and binding on all persons, including the Company and Plan\nparticipants.\n\nSECTION 3.     Shares of Common Stock Subject to Plan.\n\n          (a)  As of the Effective Date, the aggregate number of shares of\n     Common Stock that may be issued under the Plan shall be 100,000\n     shares, less those shares authorized under Z\/I Imaging\n     Corporation 1999 Stock Option Plan.  The shares of Common Stock\n     issuable under the Plan may consist, in whole or in part, of\n     authorized and unissued shares or treasury shares.  No officer of\n     the Company or other person whose compensation may be subject to\n     the limitations on deductibility under Section 162(m) of the Code\n     shall be eligible to receive awards pursuant to this Plan that\n     would cause such officer or other person to be deemed to have\n     received compensation in excess of the limitations imposed by\n     Section 162(m) of the Code (the \"Section 162(m) Maximum\").\n\n          (b)  If any shares of Common Stock that have been optioned cease\n     to be subject to a Stock Option, or if any shares of Common Stock\n     that are subject to any Restricted Stock or Other Stock-Based\n     Award granted hereunder are forfeited prior to the payment of any\n     dividends, if applicable, with respect to such shares of Common\n     Stock, or any such award otherwise terminates without a payment\n     being made to the participant in the form of Common Stock, such\n     shares shall again be available for distribution in connection\n     with future awards under the Plan.\n\n          (c)  In the event of any merger, reorganization, consolidation,\n     recapitalization, extraordinary cash dividend, stock dividend,\n     stock split or other change in corporate structure affecting the\n     Common Stock, an appropriate substitution or adjustment shall be\n     made in the maximum number of shares that may be awarded under\n     the Plan, in the number and option price of shares subject to\n     outstanding Options granted under the Plan, the Section 162(m)\n     Maximum and in the number of shares subject to other outstanding\n     awards granted under the Plan as may be determined to be\n     appropriate by the Committee, in its sole discretion, provided\n     that the number of shares subject to any award shall always be a\n     whole number.\n\nSECTION 4.     Eligibility.\n\n     Officers, directors, other key employees of, and consultants\nto, the Company and its Subsidiaries and Affiliates are eligible\nto be granted awards under the Plan.\n\nSECTION 5.     Stock Options.\n\n     Stock Options may be granted alone, in addition to, or in\ntandem with other awards granted under the Plan and\/or cash\nawards made outside of the Plan.  Any Stock Option granted under\nthe Plan shall be in such form as the Committee may from time to\ntime approve.\n     \n     Stock Options granted under the Plan may be of two types:\n(i) Incentive Stock Options and (ii) Non-Qualified Stock Options.\nIncentive Stock Options may be granted only to individuals who\nare employees of the Company or any Subsidiary of the Company.\n\n     Subject to the foregoing, the Committee shall have the\nauthority to grant to any optionee Incentive Stock Options, Non-\nQualified Stock Options, or both types of Stock Options.\n     \n     Options granted under the Plan shall be subject to the\nfollowing terms and conditions and shall contain such additional\nterms and conditions, not inconsistent with the terms of the\nPlan, as the Committee shall deem desirable.\n\n          (a)  Option Price.  The option price per share of Common Stock\n     purchasable under a Stock Option shall be determined by the\n     Committee at the time of grant but shall be not less than 100%\n     (or, in the case of any employee who owns stock possessing more\n     than 10% of the total combined voting power of all classes of\n     stock of the Company or of any of its Subsidiaries or Parent\n     Companies, not less than 110%) of the Fair Market Value of the\n     Common Stock at grant, in the case of Incentive Stock Options,\n     and not less than 50% of the Fair Market Value of the Common\n     Stock at grant, in the case of Non-Qualified Stock Options.\n\n          (b)  Option Term.  The term of each Stock Option shall be fixed\n     by the Committee, but no Stock Option shall be exercisable more\n     than ten years (or, in the case of an employee who owns stock\n     possessing more than 10% of the total combined voting power of\n     all classes of stock of the Company or any of its Subsidiaries or\n     Parent Companies, more than five years in the case of Incentive\n     Stock Options) after the date the Option is granted.\n\n          (c)  Exercisability.  Stock Options shall be exercisable at such\n     time or times and subject to such terms and conditions as shall\n     be determined by the Committee at or after grant.  The Committee\n     may provide that a Stock Option shall vest over a period of\n     future service at a rate specified at the time of grant, or that\n     the Stock Option is exercisable only in installments.  If the\n     Committee provides, in its sole discretion, that any Stock Option\n     is exercisable only in installments, the Committee may waive such\n     installment exercise provisions at any time at or after grant, in\n     whole or in part, based on such factors as the Committee shall\n     determine in its sole discretion.\n\n          (d)  Method of Exercise.  Subject to whatever installment\n     exercise restrictions apply under Section 5(c), Stock Options may\n     be exercised in whole or in part at any time during the option\n     period, by giving written notice of exercise to the Company\n     specifying the number of shares to be purchased.  Such notice\n     shall be accompanied by payment in full of the purchase price,\n     either by check, note, or such other instrument as the Committee\n     may accept.  As determined by the Committee, in its sole\n     discretion, at or (except in the case of an Incentive Stock\n     Option) after grant, payment in full or in part may also be made\n     in the form of shares of Common Stock already owned by the\n     optionee and held by the optionee for at least six months (in\n     each case valued at the Fair Market Value of the Common Stock on\n     the date the Option is exercised).  If payment of the option\n     exercise price of a Non-Qualified Stock Option is made in whole\n     or in part in the form of Restricted Stock, such Restricted Stock\n     shall remain restricted in accordance with the original terms of\n     the Restricted Stock award in question, and all shares of Common\n     Stock received upon the exercise of the Option shall be subject\n     to the same forfeiture restrictions, unless otherwise determined\n     by the Committee, in its sole discretion, at or after grant.  No\n     shares of Common Stock shall be issued until full payment\n     therefor has been made.  An optionee shall generally have the\n     rights to dividends or other rights of a stockholder with respect\n     to shares subject to the Option when the optionee has given\n     written notice of exercise, has paid in full for such shares and\n     satisfied any other conditions imposed by the Committee pursuant\n     to the terms of the Plan.\n\n          (e)  Transferability of Options.  Except as provided by the\n     Committee, no Non-Qualified Stock Option shall be transferable by\n     the optionee other than (i) transfers by the Optionee to a member\n     of his or her Immediate Family or a trust for the benefit of the\n     optionee or a member of his or her Immediate Family, or (ii)\n     transfers by will or by the laws of descent and distribution.  No\n     Incentive Stock Option shall be transferable by the optionee\n     otherwise than by will or by the laws of descent and distribution\n     and all Incentive Stock Options shall be exercisable, during the\n     optionee's lifetime, only by the optionee.\n\n          (f)  Termination by Death.  Subject to Section 5(j), if an\n     optionee's employment by the Company and any Subsidiary or\n     (except in the case of an Incentive Stock Option) Affiliate\n     terminates by reason of death, any Stock Option held by such\n     optionee may thereafter be exercised, to the extent such option\n     was exercisable at the time of death or (except in the case of an\n     Incentive Stock Option) on such accelerated basis as the\n     Committee may determine at or after grant (or except in the case\n     of an Incentive Stock Option, as may be determined in accordance\n     with procedures established by the Committee) by the legal\n     representative of the estate or by the legatee of the optionee\n     under the will of the optionee, for a period of one year (or such\n     other period as the Committee may specify at or after grant) from\n     the date of such death or until the expiration of the stated term\n     of such Stock Option, whichever period is the shorter.\n\n          (g)  Termination by Reason of Disability.  Subject to\n     Section 5(j), if an optionee's employment by the Company and any\n     Subsidiary or (except in the case of an Incentive Stock Option)\n     Affiliate terminates by reason of Disability, any Stock Option\n     held by such optionee may thereafter be exercised by the\n     optionee, to the extent it was exercisable at the time of\n     termination or (except in the case of an Incentive Stock Option)\n     on such accelerated basis as the Committee may determine at or\n     after grant (or, except in the case of an Incentive Stock Option,\n     as may be determined in accordance with procedures established by\n     the Committee), for a period of (i) one year (or such other\n     period as the Committee may specify at or after grant) from the\n     date of such termination of employment or until the expiration of\n     the stated term of such Stock Option, whichever period is the\n     shorter, in the case of a Non-Qualified Stock Option and (ii) one\n     year from the date of termination of employment or until the\n     expiration of the stated term of such Stock Option, whichever\n     period is shorter, in the case of an Incentive Stock Option;\n     provided however, that, if the optionee dies within the period\n     specified in (i) above (or other such period as the committee\n     shall specify at or after grant), any unexercised Non-Qualified\n     Stock Option held by such optionee shall thereafter be\n     exercisable to the extent to which it was exercisable at the time\n     of death for a period of twelve months from the date of such\n     death or until the expiration of the stated term of such Stock\n     Option, whichever period is shorter.  In the event of termination\n     of employment by reason of Disability, if an Incentive Stock\n     Option is exercised after the expiration of the exercise period\n     applicable to Incentive Stock Options, but before the expiration\n     of any period that would apply if such Stock Option were a Non-\n     Qualified Stock Option, such Stock Option will thereafter be\n     treated as a Non-Qualified Stock Option.\n\n          (h)  Termination by Reason of Retirement.  Subject to\n     Section 5(j), if an optionee's employment by the Company and any\n     Subsidiary or (except in the case of an Incentive Stock Option)\n     Affiliate terminates by reason of Normal or Early Retirement, any\n     Stock Option held by such optionee may thereafter be exercised by\n     the optionee, to the extent it was exercisable at the time of\n     such Retirement or (except in the case of an Incentive Stock\n     Option) on such accelerated basis as the Committee may determine\n     at or after grant (or, except in the case of an Incentive Stock\n     Option, as may be determined in accordance with procedures\n     established by the Committee), for a period of (i) three months\n     (or such other period as the Committee may specify at or after\n     grant) from the date of such termination of employment or the\n     expiration of the stated term of such Stock Option, whichever\n     period is the shorter, in the case of a Non-Qualified Stock\n     Option and (ii) three months from the date of such termination of\n     employment or the expiration of the stated term of such Stock\n     Option, whichever period is the shorter, in the event of an\n     Incentive Stock Option; provided however, that, if the optionee\n     dies within the period specified in (i) above (or other such\n     period as the Committee shall specify at or after grant), any\n     unexercised Non-Qualified Stock Option held by such optionee\n     shall thereafter be exercisable to the extent to which it was\n     exercisable at the time of death for a period of twelve months\n     from the date of such death or until the expiration of the stated\n     term of such Stock Option, whichever period is shorter. In the\n     event of termination of employment by reason of Retirement, if an\n     Incentive Stock Option is exercised after the expiration of the\n     exercise period applicable to Incentive Stock Options, but before\n     the expiration of the period that would apply if such Stock\n     Option were a Non-Qualified Stock Option, the option will\n     thereafter be treated as a Non-Qualified Stock Option.\n\n          (i)  Other Termination.  Subject to Section 5(j), unless\n     otherwise determined by the Committee (or pursuant to procedures\n     established by the Committee) at or (except in the case of an\n     Incentive Stock Option) after grant, (a) if an optionee's\n     employment by the Company and any Subsidiary or (except in the\n     case of an Incentive Stock Option) Affiliate is involuntarily\n     terminated for any reason other than death, Disability or Normal\n     or Early Retirement, or (b) if an optionee voluntarily terminates\n     employment (except for Disability, Normal or Early Retirement)\n     with the Company and any Subsidiary or (except in the case of an\n     Incentive Stock Option) Affiliate, the Stock Option shall\n     thereupon terminate, except that such Stock Option may be\n     exercised, to the extent otherwise then exercisable, for the\n     lesser of three months or the balance of such Stock Option's\n     term, but with respect to an involuntary termination, only if the\n     involuntary termination is without Cause.  For purposes of this\n     Plan, \"Cause\" means (i) a participant's conviction of a felony or\n     of a misdemeanor involving the money or property of the Company\n     or any Subsidiary or Affiliate; (ii) a participant's failure\n     without proper cause to substantially perform the duties and\n     responsibilities of his or her position or to comply in all\n     material respects with the policies or directives of the Company\n     (as determined by the Board of Directors); (iii) a participant's\n     willful engagement in misconduct that materially damages or\n     injures the reputation of the Company or any Subsidiary or\n     Affiliate; or (iv) gross negligence in the performance of a\n     participant's duties and responsibilities.\n\n          (j)  Incentive Stock Options.  Anything in the Plan to the\n     contrary notwithstanding, no term of this Plan relating to\n     Incentive Stock Options shall be interpreted, amended, or\n     altered, nor shall any discretion or authority granted under the\n     Plan be so exercised, so as to disqualify the Plan under\n     Section 422 of the Code, or, without the consent of the\n     optionee(s) affected, to disqualify any Incentive Stock Option\n     under such Section 422.  No Incentive Stock Option shall be\n     granted to any participant under the Plan if such grant would\n     cause the aggregate Fair Market Value (as of the date the\n     Incentive Stock Option is granted) of the Common Stock with\n     respect to which all Incentive Stock Options are exercisable for\n     the first time by such participant during any calendar year\n     (under all such plans of the Company and any Subsidiary) to\n     exceed $100,000.  To the extent permitted under Section 422 of\n     the Code or the applicable regulations thereunder or any\n     applicable Internal Revenue Service pronouncement:\n\n               (i)  if (x) a participant's employment is terminated by reason of\n          death, Disability, or Retirement and (y) the portion of any\n          Incentive Stock Option that is otherwise exercisable during the\n          post-termination period specified under Section 5(f), (g) or (h),\n          applied without regard to the $100,000 limitation contained in\n          Section 422(d) of the Code, is greater than the portion of such\n          Option that is immediately exercisable as an \"Incentive Stock\n          Option\" during such post-termination period under Section 422,\n          such excess shall be treated as a Non-Qualified Stock Option; and\n     \n               (ii) if the exercise of an Incentive Stock Option is accelerated\n          by reason of a Change in Control, any portion of such Option that\n          is not exercisable as an Incentive Stock Option by reason of the\n          $100,000 limitation contained in Section 422(d) of the Code shall\n          be treated as a Non-Qualified Stock Option.\n\n          (k)  Buyout Provisions.  The Committee may at any time offer to\n     buy out for a payment in cash, Common Stock, or Restricted Stock\n     an Option previously granted, based on such terms and conditions\n     as the Committee shall establish and communicate to the optionee\n     at the time that such offer is made.\n\n          (l)  Settlement Provisions.  If the option agreement so provides\n     at grant or (except in the case of an Incentive Stock Option) is\n     amended after grant and prior to exercise to so provide (with the\n     optionee's consent), the Committee may require that all or part\n     of the shares to be issued with respect to the spread value of an\n     exercised Option take the form of Restricted Stock, which shall\n     be valued on the date of exercise on the basis of the Fair Market\n     Value (as determined by the Committee) of such Restricted Stock\n     determined without regards to the forfeiture restrictions\n     involved.\n\n          (m)  Termination of Consultant.  The Committee shall have\n     discretion in determining when a termination under Sections 5(f),\n     (g), (h) or (i) above shall occur with respect to a consultant's\n     relationship with the Company.\n\nSECTION 6.     Restricted Stock.\n\n          (a)  Administration.  Shares of Restricted Stock may be issued\n     either alone, in addition to, or in tandem with other awards\n     granted under the Plan and\/or cash awards made outside the Plan.\n     The Committee shall determine the eligible persons to whom, and\n     the time or times at which, grants of Restricted Stock will be\n     made, the number of shares of Restricted Stock to be awarded to\n     any person, the price (if any) to be paid by the recipient of\n     Restricted Stock (subject to Section 6(b)), the time or times\n     within which such awards may be subject to forfeiture, and the\n     other terms, restrictions and conditions of the awards in\n     addition to those set forth in Section 6(c).  The Committee may\n     condition the grant of Restricted Stock upon the attainment of\n     specified performance goals or such other factors as the\n     Committee may determine, in its sole discretion.  The provisions\n     of Restricted Stock awards need not be the same with respect to\n     each recipient.\n\n          (b)  Awards and Certificates.  The prospective recipient of a\n     Restricted Stock award shall not have any rights with respect to\n     such award, unless and until such recipient has executed an\n     agreement evidencing the award and has delivered a fully executed\n     copy thereof to the Company, and has otherwise complied with the\n     applicable terms and conditions of such award.\n\n               (i)  The purchase price for shares of Restricted Stock shall be\n          established by the Committee and may be zero.\n     \n               (ii) Awards of Restricted Stock must be accepted within a period\n          of 60 days (or such shorter period as the Committee may specify\n          at grant) after the award date, by executing a Restricted Stock\n          Award Agreement and paying whatever price (if any) is required by\n          the Committee.\n\n               (iii)     Each participant receiving a Restricted Stock award\n          shall be issued a stock certificate in respect of such shares of\n          Restricted Stock.  Such certificate shall be registered in the\n          name of such participant, and shall bear an appropriate legend\n          referring to the terms, conditions, and restrictions applicable\n          to such award.\n\n               (iv) The Committee may require that the stock certificates\n          evidencing such shares be held in custody by the Company until\n          the restrictions thereon shall have lapsed, and that, as a\n          condition of any Restricted Stock award, the participant shall\n          have delivered a stock power, endorsed in blank, relating to the\n          shares of Common Stock covered by such award.\n\n          (c)  Restrictions and Conditions.  The shares of Restricted Stock\n     awarded pursuant to this Section 6 shall be subject to the\n     following restrictions and conditions:\n\n               (i)  In accordance with the provisions of this Plan and the award\n          agreement, during a period set by the Committee commencing with\n          the date of such award (the \"Restriction Period\"), the\n          participant shall not be permitted to sell, transfer, pledge,\n          assign, or otherwise encumber shares of Restricted Stock awarded\n          under the Plan.  Within these limits, the Committee, in its sole\n          discretion, may provide for the lapse of such restrictions in\n          installments and may accelerate or waive such restrictions, in\n          whole or in part, based on service, performance, or such other\n          factors or criteria as the Committee may determine in its sole\n          discretion.\n     \n               (ii) Except as provided in this paragraph (ii) and\n          Section 6(c)(i), the participant shall have, with respect to the\n          shares of Restricted Stock, all of the rights of a stockholder of\n          the Company, including the right to vote the shares, and the\n          right to receive any cash dividends.  The Committee, in its sole\n          discretion, as determined at the time of award, may permit or\n          require the payment of cash dividends to be deferred and, if the\n          Committee so determines, reinvested, subject to Section 11(e), in\n          additional Restricted Stock to the extent shares are available\n          under Section 3, or otherwise reinvested.  Pursuant to Section 3\n          above, stock dividends issued with respect to Restricted Stock\n          shall be treated as additional shares of Restricted Stock that\n          are subject to the same restrictions and other terms and\n          conditions that apply to the shares with respect to which such\n          dividends are issued. If the Committee so determines, the award\n          agreement may also impose restrictions on the right to vote and\n          the right to receive dividends.\n\n               (iii)     Subject to the applicable provisions of the award\n          agreement and this Section 6, upon termination of a participant's\n          employment with the Company and any Subsidiary or Affiliate for\n          any reason during the Restriction Period, all shares still\n          subject to restriction will vest, or be forfeited, in accordance\n          with the terms and conditions established by the Committee at or\n          after grant.\n\n               (iv) If and when the Restriction Period expires without a prior\n          forfeiture of the Restricted Stock subject to such Restriction\n          Period, certificates for an appropriate number of unrestricted\n          shares shall be delivered to the participant promptly.\n\n          (d)  Minimum Value Provisions.  In order to better ensure that\n     award payments actually reflect the performance of the Company\n     and service of the participant, the Committee may provide, in its\n     sole discretion, for a tandem performance-based or other award\n     designed to guarantee a minimum value, payable in cash or Common\n     Stock to the recipient of a restricted stock award, subject to\n     such performance, future service, deferral, and other terms and\n     conditions as may be specified by the Committee.\n\nSECTION 7.     Other Stock-Based Awards.\n\n          (a)  Administration.  Other Stock-Based Awards, including,\n     without limitation, performance shares, convertible preferred\n     stock, convertible debentures, exchangeable securities and Common\n     Stock awards or options valued by reference to earnings per share\n     or Subsidiary performance, may be granted either alone, in\n     addition to, or in tandem with Stock Options, or Restricted Stock\n     granted under the Plan and cash awards made outside of the Plan;\n     provided that no such Other Stock-Based Awards may be granted in\n     tandem with Incentive Stock Options if that would cause such\n     Stock Options not to qualify as Incentive Stock Options pursuant\n     to Section 422 of the Code.  Subject to the provisions of the\n     Plan, the Committee shall have authority to determine the persons\n     to whom and the time or times at which such awards shall be made,\n     the number of shares of Common Stock to be awarded pursuant to\n     such awards, and all other conditions of the awards.  The\n     Committee may also provide for the grant of Common Stock upon the\n     completion of a specified performance period.  The provisions of\n     Other Stock-Based Awards need not be the same with respect to\n     each recipient.\n\n          (b)  Terms and Conditions.  Other Stock-Based Awards made\n     pursuant to this Section 7 shall be subject to the following\n     terms and conditions:\n\n               (i)  Shares subject to awards under this Section 7 and the award\n          agreement referred to in Section 7(b)(v) below, may not be sold,\n          assigned, transferred, pledged, or otherwise encumbered prior to\n          the date on which the shares are issued, or, if later, the date\n          on which any applicable restriction, performance, or deferral\n          period lapses.\n     \n               (ii) Subject to the provisions of this Plan and the award\n          agreement and unless otherwise determined by the Committee at\n          grant, the recipient of an award under this Section 7 shall be\n          entitled to receive, currently or on a deferred basis, interest\n          or dividends or interest or dividend equivalents with respect to\n          the number of shares covered by the award, as determined at the\n          time of the award by the Committee, in its sole discretion, and\n          the Committee may provide that such amounts (if any) shall be\n          deemed to have been reinvested in additional shares of Common\n          Stock or otherwise reinvested.\n\n               (iii)     Any award under Section 7 and any shares of Common\n          Stock covered by any such award shall vest or be forfeited to the\n          extent so provided in the award agreement, as determined by the\n          Committee in its sole discretion.\n\n               (iv) In the event of the participant's Retirement, Disability, or\n          death, or in cases of special circumstances, the Committee may,\n          in its sole discretion, waive in whole or in part any or all of\n          the remaining limitations imposed hereunder (if any) with respect\n          to any or all of an award under this Section 7.\n\n               (v)  Each award under this Section 7 shall be confirmed by, and\n          subject to the terms of, an agreement or other instrument by the\n          Company and the participant.\n\n               (vi) Common Stock (including securities convertible into Common\n          Stock) issued on a bonus basis under this Section 7 may be issued\n          for no cash consideration.  Common Stock (including securities\n          convertible into Common Stock) purchased pursuant to a purchase\n          right awarded under this Section 7 shall be priced at least 50%\n          of the Fair Market Value of the Common Stock on the date of\n          grant.\n\nSECTION 8.     Change in Control Provisions.\n\n          (a)  Impact of Event.  In the event of a \"Change in Control\" as\n     defined in Section 8(b):\n     \n               (i)  Subject to the limitations set forth below in this Section\n          8(a), the following acceleration provisions shall apply:\n          \n                    a)   Any Stock Option awarded under the Plan not previously\n               exercisable and vested shall become fully exercisable and vested.\n                    \n                    b)   The restrictions applicable to any Restricted Stock and\n               Other Stock-Based Awards, in each case to the extent not already\n               vested under the Plan, shall lapse and such shares and awards\n               shall be deemed fully vested.\n\n               (ii) Subject to the limitations set forth below in this Section\n          8(a), the value of all outstanding Stock Options, Restricted\n          Stock and Other Stock-Based Awards, in each case to the extent\n          vested, shall, unless otherwise determined by the Board or by the\n          Committee in its sole discretion prior to any Change in Control,\n          be cashed out on the basis of the \"Change in Control Price\" as\n          defined in Section 8(d) as of the date such Change in Control is\n          determined to have occurred or such other date as the Board or\n          Committee may determine prior to the Change in Control; provided,\n          however, that this section (a)(ii) shall have no effect if its\n          effect would preclude the pooling method of accounting for the\n          specific transaction that resulted in a Change in Control (if the\n          pooling method of accounting is proposed for such transaction).\n          For options with an exercise price greater than the Change in\n          Control Price, no cash payment shall be made, and such options\n          shall be terminated.\n                 \n               (iii)     The Board or the Committee may impose additional\n          conditions on the acceleration or valuation of any award in the\n          award agreement.\n\n          (b)  Definition of Change in Control.  For purposes of Section\n     8(a), a \"Change in Control\" means the happening of any of the\n     following:\n\n               (i)  any person or entity, including a \"group\" as defined in\n          Section 13(d)(3) of the Exchange Act, other than the Company, a\n          wholly-owned subsidiary thereof, any employee benefit plan of the\n          Company, any of its Subsidiaries, or Intergraph Corporation or\n          Carl Zeiss B.V., or any affiliate thereof, becomes the beneficial\n          owner of the Company's securities having 50% or more of the\n          combined voting power of the then outstanding securities of the\n          Company that may be cast for the election of directors of the\n          Company (other than as a result of an issuance of securities\n          initiated by the Company in the ordinary course of business); or\n     \n               (ii) as the result of, or in connection with, any cash tender or\n          exchange offer, merger or other business combination, sales of\n          assets or contested election, or any combination of the foregoing\n          transactions, less than a majority of the combined voting power\n          of the then outstanding securities of the Company or any\n          successor Company or entity entitled to vote generally in the\n          election of the directors of the Company or such other company or\n          entity after such transaction are held in the aggregate by the\n          holders of the Company's securities entitled to vote generally in\n          the election of directors of the Company immediately prior to\n          such transaction; or\n\n               (iii)     during any period of two consecutive years, individuals\n          who at the beginning of any such period constitute the Board\n          cease for any reason to constitute at least a majority thereof,\n          unless (A) the election, or the nomination for election by the\n          Company's stockholders, of each director of the Company first\n          elected during such period was approved by a vote of at least two-\n          thirds of the directors of the Company then still in office who\n          were directors of the Company at the beginning of any such period\n          or (B) each director of the Company first elected during such\n          period was elected pursuant to a stockholders agreement to which\n          the Company is a party.\n\n          (c)  Change in Control Price.  For purposes of this Section 8,\n     \"Change in Control Price\" means the highest price per share paid\n     in any transaction reported on the NASDAQ National Market or such\n     other exchange or market as is the principal trading market for\n     the Common Stock, or paid or offered in any bona fide transaction\n     related to a Change in Control of the Company at any time during\n     the 60 day period immediately preceding the occurrence of the\n     Change in Control,  in each case as determined by the Committee\n     except that, in the case of Incentive Stock Options, such price\n     shall be based only on transactions reported for the date on\n     which a cash out occurs under Section 8(a)(ii).\n\nSECTION 9.     Amendments and Termination.\n\n     The Board may at any time amend, alter or discontinue the\nPlan; provided, however, that, without the approval of the\nCompany's stockholders, no amendment or alteration may be made\nwhich would (a) except as a result of the provisions of Section\n3(c) of the Plan, increase the maximum number of shares that may\nbe issued under the Plan or increase the Section 162(m) Maximum\nor (b) change the provisions governing Incentive Stock Options\nexcept as required or permitted under the provisions governing\nincentive stock options under the Code.  No amendment,\nalteration, or discontinuation shall be made which would impair\nthe rights of an optionee or participant under a Stock Option,\nRestricted Stock or Other Stock-Based Award theretofore granted,\nwithout the participant's consent.\n\n     The Committee may amend the terms of any Stock Option or\nother award theretofore granted, prospectively or retroactively,\nbut, subject to Section 3 above, no such amendment shall impair\nthe rights of any holder without the holder's consent.  The\nCommittee may also substitute new Stock Options for previously\ngranted Stock Options (on a one for one or other basis),\nincluding previously granted Stock Options having higher option\nexercise prices.  Solely for purposes of computing the Section\n162(m) Maximum, if any Stock Options or other awards previously\ngranted to a participant are canceled and new Stock Options or\nother awards having a lower exercise price or other more\nfavorable terms for the participant are substituted in their\nplace, both the initial Stock Options or other awards and the\nreplacement Stock Options or other awards will be deemed to be\noutstanding (although the canceled Stock Options or other awards\nwill not be exercisable or deemed outstanding for any other\npurposes).\n\nSECTION 10.    Unfunded Status of Plan.\n\n     The Plan is intended to constitute an \"unfunded\" plan for\nincentive and deferred compensation.  With respect to any\npayments not yet made to a participant or optionee by the\nCompany, nothing contained herein shall give any such participant\nor optionee any rights that are greater than those of a general\ncreditor of the Company.  In its sole discretion, the Committee\nmay authorize the creation of trusts or other arrangements to\nmeet the obligations created under the Plan to deliver Common\nStock or payments in lieu of or with respect to awards hereunder;\nprovided, however, that, unless the Committee otherwise\ndetermines with the consent of the affected participant, the\nexistence of such trusts or other arrangements is consistent with\nthe \"unfunded\" status of the Plan.\n     \nSECTION 11.    General Provisions.\n\n          (a)  The Committee may require each person purchasing shares\n     pursuant to a Stock Option or other award under the Plan to\n     represent to and agree with the Company in writing that the\n     optionee or participant is acquiring the shares without a view to\n     distribution thereof.  The certificates for such shares may\n     include any legend which the Committee deems appropriate to\n     reflect any restrictions on transfer.  All certificates for\n     shares of Common Stock or other securities delivered under the\n     Plan shall be subject to such stock-transfer orders and other\n     restrictions as the Committee may deem advisable under the rules,\n     regulations, and other requirements of the Commission, any stock\n     exchange upon which the Common Stock is then listed, and any\n     applicable Federal or state securities law, and the Committee may\n     cause a legend or legends to be put on any such certificates to\n     make appropriate reference to such restrictions.\n\n          (b)  Nothing contained in this Plan shall prevent the Board from\n     adopting other or additional compensation arrangements, subject\n     to stockholder approval if such approval is required; and such\n     arrangements may be either generally applicable or applicable\n     only in specific cases.\n\n          (c)  The adoption of the Plan shall not confer upon any employee\n     of the Company or any Subsidiary or Affiliate any right to\n     continued employment with the Company or a Subsidiary or\n     Affiliate, as the case may be, nor shall it interfere in any way\n     with the right of the Company or a Subsidiary or Affiliate to\n     terminate the employment of any of its employees at any time.\n\n          (d)  No later than the date as of which an amount first becomes\n     includible in the gross income of the participant for Federal\n     income tax purposes with respect to any award under the Plan, the\n     participant shall pay to the Company, or make arrangements\n     satisfactory to the Committee regarding the payment of, any\n     Federal, state, or local taxes of any kind required by law to be\n     withheld with respect to such amount.  The Committee may require\n     withholding obligations to be settled with Common Stock,\n     including Common Stock that is part of the award that gives rise\n     to the withholding requirement.  The obligations of the Company\n     under the Plan shall be conditional on such payment or\n     arrangements and the Company and its Subsidiaries or Affiliates\n     shall, to the extent permitted by law, have the right to deduct\n     any such taxes from any payment of any kind otherwise due to the\n     participant.\n\n          (e)  The actual or deemed reinvestment of dividends or dividend\n     equivalents in additional Restricted Stock (or other types of\n     Plan awards) at the time of any dividend payment shall only be\n     permissible if sufficient shares of Common Stock are available\n     under Section 3 for such reinvestment (taking into account then\n     outstanding Stock Options and other Plan awards).\n\n          (f)  The Plan and all awards made and actions taken thereunder\n     shall be governed by and construed in accordance with the laws of\n     the State of Delaware.\n\n          (g)  The members of the Committee and the Board shall not be\n     liable to any employee or other person with respect to any\n     determination made hereunder in a manner that is not inconsistent\n     with their legal obligations as members of the Board.  In\n     addition to such other rights of indemnification as they may have\n     as directors or as members of the Committee, the members of the\n     Committee shall be indemnified by the Company against the\n     reasonable expenses, including attorneys' fees actually and\n     necessarily incurred in connection with the defense of any\n     action, suit or proceeding, or in connection with any appeal\n     therein, to which they or any of them may be a party by reason of\n     any action taken or failure to act under or in connection with\n     the Plan or any option granted thereunder, and against all\n     amounts paid by them in settlement thereof (provided such\n     settlement is approved by independent legal counsel selected by\n     the Company) or paid by them in satisfaction of a judgment in any\n     such action, suit or proceeding, except in relation to matters as\n     to which it shall be adjudged in such action, suit or proceeding\n     that such Committee member is liable for negligence or misconduct\n     in the performance of his duties; provided that within 60 days\n     after institution of any such action, suit or proceeding, the\n     Committee member shall in writing offer the Company the\n     opportunity, at its own expense, to handle and defend the same.\n\n          (h)  In addition to any other restrictions on transfer that may\n     be applicable under the terms of this Plan or the applicable\n     award agreement, no Stock Option, Restricted Stock award, or\n     Other Stock-Based Award or other right issued under this Plan is\n     transferable by the participant without the prior written consent\n     of the Committee, other than (i) transfers by an optionee to a\n     member of his or her Immediate Family or a trust for the benefit\n     of the optionee or a member of his or her Immediate Family or\n     (ii) transfers by will or by the laws of descent and\n     distribution. The designation of a beneficiary will not\n     constitute a transfer.\n\n          (i)  The Committee may, at or after grant, condition the receipt\n     of any payment in respect of any award or the transfer of any\n     shares subject to an award on the satisfaction of a six-month\n     holding period, if such holding period is required for compliance\n     with Section 16 under the Exchange Act.\n\nSECTION 12.    Effective Date of Plan.\n\n     The Plan shall be effective as of July 19, 2000, provided\nthat it must be approved by a majority of the votes cast by the\nholders of the Company's Common Stock.\n\nSECTION 13.    Term of Plan.\n\n     No Stock Option, Restricted Stock award or Other Stock-Based\nAward shall be granted pursuant to the Plan on or after the tenth\nanniversary of the Effective Date of the Plan, but awards granted\nprior to such tenth anniversary may be extended beyond that date.\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7881],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9545],"class_list":["post-38410","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-intergraph-corp","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38410","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=38410"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38410"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38410"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38410"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}