{"id":38422,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2001-equity-incentive-plan-hpl-technologies-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2001-equity-incentive-plan-hpl-technologies-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2001-equity-incentive-plan-hpl-technologies-inc.html","title":{"rendered":"2001 Equity Incentive Plan &#8211; HPL Technologies Inc."},"content":{"rendered":"<pre>                             HPL TECHNOLOGIES, INC.\n\n                              AMENDED AND RESTATED\n                           2001 EQUITY INCENTIVE PLAN\n\n                               DATED JULY 11, 2001\n\n1.   PURPOSES OF THE PLAN\n\n     The purpose of this HPL Technologies, Inc. Amended and Restated 2001 Equity\nIncentive Plan (the \"PLAN\") is to enhance the long-term shareholder value of HPL\nTechnologies, Inc. by offering opportunities to qualified individuals (as\nprovided in the Plan) to participate in the growth in value of the common stock\nof HPL Technologies, Inc.\n\n2.   DEFINITIONS AND RULES OF INTERPRETATION\n\n     2.1  DEFINITIONS. The following defined terms are used in the Plan:\n\n          (a) \"ADMINISTRATOR\" means the Board, the Committee, or, if authority \nto administer the Plan has been delegated pursuant to Section 4.1, the Chief\nExecutive Officer or the President of the Company.\n\n          (b) \"AFFILIATE\" means a \"parent\" or \"subsidiary\" corporation as \ndefined in Section 424 of the Code.\n\n          (c) \"APPLICABLE LAWS\" means the requirements relating to the issuance \nof stock or the administration of stock option or stock award plans under U.S.\nfederal and state laws, any stock exchange or quotation system on which the\nShares are listed or quoted, and the applicable laws of any foreign jurisdiction\nwhere Awards are, or will be, granted under the Plan or to which an Awardee, the\nCompany or an Affiliate is subject.\n\n          (d) \"APPROVED LEAVE\" means an approved personal or medical leave of \nabsence with an employment guarantee (by statute or contract) upon return.\n\n          (e) \"AWARD\" means a Stock Award, SAR, Cash Award, or Option granted in\naccordance with the terms of the Plan.\n\n          (f) \"AWARD AGREEMENT\" means the document evidencing the grant of an \nAward to a Participant.\n\n          (g) \"AWARDEE\" means the holder of an outstanding Award.\n\n          (h) \"BOARD\" means the board of directors of the Company.\n\n\n\n          (i) \"CASH AWARD\" means the right to receive cash as described in \nSection 8.3.\n\n          (j) \"CASHLESS EXERCISE\" has the meaning given in Section 6.6.\n\n          (k) \"CODE\" means the Internal Revenue Code of 1986, as amended, and \nthe Treasury Regulations promulgated thereunder.\n\n          (l) \"COMMITTEE\" means the compensation committee of the Board, or, \nif so determined by the Board, some other committee of Directors appointed in\naccordance with Section 4.\n\n          (m) \"COMPANY\" means HPL Technologies, Inc.\n\n          (n) \"CONSULTANT\" means any person, entity, or employee of an entity,\nengaged to render services to the Company or an Affiliate.\n\n          (o) \"COVERED EXECUTIVE EMPLOYEES\" means Participants who are \"covered\nemployees\" under Section 162(m) of the Code.\n\n          (p) \"DIRECTOR\" means a member of the Board of Directors of the \nCompany or an Affiliate.\n\n          (q) \"EMPLOYEE\" means a regular employee of the Company or any \nAffiliate, including an Officer or Director, who is treated as an employee in \nthe personnel records of the Company or an Affiliate for the relevant period, \nbut shall exclude individuals who are classified by the Company or an Affiliate \nas (i) leased from or otherwise employed by a third party, (ii) independent\ncontractors, or (iii) intermittent or temporary, even if any such classification\nis changed retroactively as a result of an audit, litigation or otherwise. An\nAwardee shall not cease to be an Employee in the case of transfers between\nlocations of the Company or between the Company and an Affiliate, or any\nsuccessor to the Company that assumes the Awards granted hereunder pursuant to\nSection 10.2. Neither service as a Director nor payment of a director's fee by\nthe Company shall be sufficient to make the Director an Employee of the Company.\n\n          (r) \"EXCHANGE ACT\" means the Securities Exchange Act of 1934, as \namended.\n\n          (s) \"EXPIRATION DATE\" means the latest date on which an Award may be\nexercised under the Award Agreement and the Plan.\n\n          (t) \"FAIR MARKET VALUE\" means the value of Shares as determined under\nSection 16.2.\n\n\n                                       2\n\n\n          (u) \"GRANT DATE\" means the date the Administrator approves the grant \nof an Award under the Plan, except that, with respect to grants to become \neffective on a future date or the satisfaction of a condition, the Grant Date \nis the future date or the date the condition is satisfied.\n\n          (v) \"INCENTIVE STOCK OPTION\" or \"ISO\" means an Option intended to \nqualify as an incentive stock option under Section 422 of the Code and \ndesignated as an Incentive Stock Option. The designation of an Option as an ISO \nby the Administrator or in the Award Agreement is not a warranty or \nrepresentation that it will be treated as an incentive stock option under \nSection 422 of the Code.\n\n          (w) \"NON EMPLOYEE DIRECTOR\" means Non -Employee Director as defined \nin Rule 16b-3.\n\n          (x) \"NON-QUALIFIED STOCK OPTION\" means an Option other than an \nIncentive Stock Option.\n\n          (y) \"OBJECTIVELY DETERMINABLE PERFORMANCE CONDITION\" shall mean a\nperformance condition (i) that is established at the time an Award is granted,\n(ii) that is established no later than the earlier of (x) 90 days after the\nbeginning of the period of service to which it relates, or (y) before the elapse\nof 25% of the period of service to which it relates, (iii) that is uncertain of\nachievement at the time it is established, and (iv) the achievement of which is\ndeterminable by a third party with knowledge of the relevant facts. Examples of\nmeasures that may be used in Objectively Determinable Performance Conditions\ninclude net order dollars, net profit dollars, net profit growth, net revenue\ndollars, revenue growth, individual performance, earnings per share, return on\nassets, return on equity, and other financial objectives, objective customer\nsatisfaction indicators and efficiency measures, each with respect to the\nCompany and\/or an individual business unit.\n\n          (z) \"OFFICER\" means a person who is an officer of the Company within \nthe meaning of Section 16 of the Exchange Act and the rules and regulations\npromulgated thereunder.\n\n          (aa) \"OPTION\" means a right to purchase Shares of the Company, as \ndescribed in Sections 6 and 7.\n\n          (bb) \"OPTION PRICE\" means the price payable under an Option for \nShares.\n\n          (cc) \"OPTIONEE\" means a person to whom an Option has been granted.\n\n          (dd) \"PARTICIPANT\" means an individual eligible to receive an Award \nunder Section 5.\n\n\n                                       3\n\n\n          (ee) \"PLAN\" means this HPL Technologies, Inc. 2001 Equity Incentive \nPlan.\n\n          (ff) \"REVERSE VESTING\" means the right of an Optionee to exercise an \nOption before it has vested, receiving in exchange Shares that are subject to \na right of repurchase by the Company at the Option Price for the remainder of \nthe vesting period.\n\n          (gg) \"RULE 16b-3\" means Rule 16b-3 under Section 16(b) of the \nExchange Act, as amended from time to time.\n\n          (hh) \"SHARES\" means shares of the common stock of the Company or other\nsecurities substituted for the common stock under Sections 3.3 or 10.2.\n\n          (ii) \"STOCK APPRECIATION RIGHT\" or \"SAR\" means a right to receive cash\nbased on a change in the Fair Market Value of the common stock of the Company,\nas described in Section 8.1.\n\n          (jj) \"STOCK AWARD\" means a right to receive Shares, as described in \nSection 8.2\n\n          (kk) \"TERMINATION\" means, with respect to an Awardee, that the \nAwardee has ceased to be, for any reason, employed by, or consulting to, the \nCompany, or an Affiliate; provided, that for purposes of this definition, if \n so determined bythe Administrator, \"Termination\" shall not include a change in \n status from an Employee to a Consultant.\n\n          (ll) \"VEST\" means, with respect to an Option, that the Option has \nbecome exercisable by reason of an Awardee's continued employment or \nconsultancy as provided in the Award Agreement (or, in the case of \"qualified \nperformance-based compensation\" within the meaning of Section 162(m) of the \nCode, by reason of the Awardee meeting one or more of the Objectively \nDeterminable Performance Conditions), or by reason of restrictions on \nexercise having been removed automatically or by action of the Administrator. \nWith respect to a Stock Award, Cash Award, or SAR, \"VEST\" means such Award \nshall have become exercisable by or payable to the Awardee, as provided in \nthe Award Agreement or by reason of restrictions on exercise having been \nremoved automatically or by action of the Administrator.\n\n     2.2 RULES OF INTERPRETATION. References to \"Sections,\" without more, are to\nsections of this Plan. Captions and titles are for convenience only and shall\nnot be determinative in the interpretation of the Plan. Except when otherwise\nindicated by the context the singular includes the plural and vice versa. \"Or\"\nis not intended to be exclusive unless the context clearly requires otherwise.\n\n\n                                       4\n\n\n3.   STOCK SUBJECT TO THE PLAN\n\n     3.1 NUMBER OF SHARES. Subject to adjustment as provided in Section 3.3, the\nmaximum aggregate number of Shares that may be issued under the Plan is\n12,750,000.\n\n     3.2 SHARES MAY BE UNISSUED OR RE-ACQUIRED. The Shares may be authorized,\nbut unissued, or reacquired securities of the Company. If an Option or Stock\nAward expires or becomes unexercisable without having been exercised in full,\nthe unpurchased Shares which were subject to the Award shall become available\nfor future Awards under the Plan. Shares actually issued under the Plan shall\nnot be available for future Awards even if repurchased by the Company. For\npurposes of computing the number of Shares available under the Plan, exercise of\na Stock Appreciation Right shall be treated as an issuance of the number of\nShares equivalent to the shares of common stock as to which the Award has been\nexercised.\n\n     3.3 ADJUSTMENTS FOR CHANGES TO CAPITAL STRUCTURE. In the event of any stock\ndividend, stock split, reverse stock split, recapitalization, combination,\nreclassification, spin-off or similar change to the capital structure of the\nCompany, appropriate adjustments shall be made to (a) the number and class of\nsecurities subject to the Plan, (b) the number and class of securities that may\nbe awarded to any individual under the Plan, and (c) the exercise price and\nnumber and class of securities under each outstanding Award. Any such\nadjustments shall be made by the Board in its absolute discretion, and the\ndecision of the Board shall be final, binding and conclusive. Any shares of\nstock issuable as a result of any such adjustment shall be rounded to the next\nlower whole share; no fractional shares of stock shall be issued. Except as\nexpressly provided herein, no issuance by the Company of shares of stock of any\nclass, or securities convertible into shares of stock of any class, shall\naffect, and no adjustment by reason of such issuance or the conversion of such\nsecurities shall be made with respect to, the number or price of Shares subject\nto an Award.\n\n     3.4 TERM OF THE PLAN\n\n         (a) The Plan shall be effective on the date it has been approved by the\nBoard; provided that no Award may be exercised unless and until the Plan has\nbeen approved (i) at a duly held stockholders' meeting by the affirmative vote\nof the holders of a majority of the voting power of the shares of the Company\nentitled to vote and represented at the meeting in person or by proxy, or (ii)\nby an action by written consent of the holders of a majority of the voting power\nof the shares of the Company entitled to vote.\n\n         (b) The Plan has no set termination date; however, it may be \nterminated as provided in Section 13, and no Incentive Stock Option may be \ngranted after the time described in Section 7.\n\n\n                                       5\n\n\n4.   ADMINISTRATION\n\n     4.1 GENERAL. The Board shall have ultimate responsibility for administering\nthe Plan. The Board may delegate some of its responsibilities to a Committee of\ntwo or more Board members. The Board or the Committee may further delegate to an\nAdministrator. Where the Plan specifies that an action is to be taken or a\ndetermination is to be made by the Board, it may be taken or made only by the\nBoard. Where the Plan references the \"Committee\" or \"Administrator,\" the action\nmay be taken or a determination made by the Board, the Committee, or other\nAdministrator, except that only the Board or the Committee may approve grants to\nCovered Executive Employees, and an Administrator other than the Board or the\nCommittee may grant Awards only to non-executive level employees and within\nguidelines established by the Board or the Committee.\n\n     4.2 PUBLIC COMPANY. So long as the Company has outstanding a class of\nequity securities registered under Section 12 of the Exchange Act, the Committee\nshall consist of Board members who are Non-Employee Directors, and, following\nthe expiration of any transition period permitted by Section 162(m) of the Code,\nwho are \"outside directors\" within the meaning of Section 162(m) of the Code.\n\n     4.3 AUTHORITY OF ADMINISTRATOR. Subject to the other provisions of this\nPlan, the Administrator shall have the authority, in its sole discretion:\n\n         (a) to grant Awards;\n\n         (b) to determine the Fair Market Value of the Common Stock subject to\nAwards;\n\n         (c) to determine the exercise price of Options granted;\n\n         (d) to determine the Awardees;\n\n         (e) to determine the time or times at which to grant an Award;\n\n         (f) to determine the number of shares subject to each Award;\n\n         (g) to determine the terms and provisions of each Award granted (which \nneed not be identical), including but not limited to, the time or times at which\nAwards can be exercised, whether and under what conditions an Award is\nassignable, and whether an Option is a Non-Qualified Stock Option or an ISO;\n\n         (h) to prescribe, amend, and rescind rules and regulations relating to \nthis Plan, including rules and regulations relating to sub-plans and Plan \naddenda; \n\n         (i) to interpret the Plan;\n\n\n                                       6\n\n\n         (j) to modify or amend any Award (with the consent of the Awardee);\n\n         (k) to defer (with the consent of the Awardee) or to accelerate the \nvesting of any Award or class of Awards;\n\n         (l) to authorize any person to execute on behalf of the Company any\ninstrument evidencing the grant of an Award;\n\n         (m) to determine the form of Award Agreement and other documents used \nin the administration of the Plan, and whether such documents may be in \nelectronic form;\n\n         (n) to adopt rules and procedures relating to the operation and\nadministration of the Plan to accommodate the specific requirements of local\nlaws and procedures. Without limiting the generality of the foregoing, the\nAdministrator is specifically authorized (i) to adopt the rules and procedures\nregarding the conversion of local currency, withholding procedures and handling\nof stock certificates which vary with local requirements, (ii) to adopt\nsub-plans and Plan addenda as the Administrator deems desirable, to accommodate\nforeign laws, regulations and practice, including with respect to taxes;\n\n         (o) to authorize conversion or substitution under the Plan of any or \nall outstanding stock options held by optionees of an entity acquired by the \nCompany (the \"CONVERSION OPTIONS\"). Any conversion or substitution shall be \neffective as of the close of the merger or acquisition. The Conversion Options \nmay be Non-Qualified Stock Options or Incentive Stock Options, as determined by \nthe Administrator. Unless otherwise determined by the Administrator at the time \nof conversion or substitution, all Conversion Options shall have the same terms \nand conditions as Options generally granted by the Company under the Plan;\n\n         (p) to allow Awardees to satisfy withholding tax obligations by \nelecting to have the Company withhold from the Shares to be issued upon \nexercise of an Award that number of Shares having a Fair Market Value equal to \nthe amount required to be withheld. The Fair Market Value of the Shares to be \nwithheld shall be determined on the date that the amount of tax to be withheld \nis to be determined. All elections by an Awardee to have Shares withheld for \nthis purpose shall be made in such form and under such conditions as the \nAdministrator may deem necessary or advisable;\n\n         (q) to determine the effect of a divestiture of an Affiliate;\n\n         (r) to correct any defect, supply any omission or reconcile any\ninconsistency in the Plan, and any agreement under the Plan; and\n\n         (s) to make all other determinations deemed necessary or advisable for \nthe administration of the Plan. All decisions, determination and \ninterpretations of the \n\n\n                                       7\n\n\nAdministrator shall be final and binding on all Participants, Awardees and any \nother holders of Awards.\n\n5.   ELIGIBLE PERSONS AND RESTRICTIONS\n\n     5.1 ELIGIBLE PERSONS. Awards may be granted to Employees, Directors and\nConsultants, including to prospective Employees, Directors and Consultants\nconditioned on the beginning of service for the Company or an Affiliate.\n\n     5.2 SECTION 162(M) LIMITATIONS.\n\n         (a) SARS AND OPTIONS. So long as the Company is a \"publicly held\ncorporation\" within the meaning of Section 162(m) of the Code, no Employee or\nprospective Employee may be granted one or more Awards of SARs and Options\nwithin any fiscal year of the Company with respect to more than 250,000 shares\n(as adjusted pursuant to Section 3.3), and all such Awards must have an exercise\nprice or reference value of not less than Fair Market Value as of the Grant\nDate. An Award that is cancelled by the Company, whether or not in the same\nfiscal year in which it was granted, shall continue to be counted against such\nlimit for such year.\n\n         (b) CASH AWARDS AND STOCK AWARDS. Any Stock Award or Cash Award \nintended as \"qualified performance-based compensation\" within the meaning of \nSection 162(m) of the Code must be contingent on one or more Objectively \nDeterminable Performance Conditions, and the material terms of the Award, \nincluding the maximum amount payable or the payment formula, must be approved \nby the stockholders of the Company before such Award is paid.\n\n6.   TERMS AND CONDITIONS OF OPTIONS\n\n     6.1 GENERAL. The Administrator may grant Options to Participants subject to\nterms and conditions not inconsistent with the Plan and determined by the\nAdministrator. The specific terms and conditions applicable to the Awardee shall\nbe provided for in the Award Agreement. Options shall vest, in whole or in part,\nat such times as the Administrator shall specify in the Award Agreement.\n\n     6.2 PRICE. No Option may be granted for less than 85% of the Fair Market\nValue of the Shares on the Grant Date. No Option intended as \"qualified\nperformance-based compensation\" within the meaning of Section 162(m) of the Code\nmay be granted for less than 100% of the Fair Market Value of the Shares on the\nGrant Date.\n\n     6.3 TERM. No Option shall be exercisable more than ten years after the\nGrant Date, or such lesser term as may be fixed by the Administrator in the\nAward Agreement.\n\n     6.4 VESTING. Options granted under this Plan shall be exercisable in\naccordance with a schedule related to the Grant Date of the Option, the date of\nfirst employment, or \n\n\n                                       8\n\n\nsuch other date as may be set by the Administrator and specified in the Award \nAgreement relating to such Option, but not in any event less than six months \nfrom the Grant Date, date of first employment or other date of set forth in \nthe Award Agreement for purposes of fixing the vesting of the Option. If so\nprovided in the Award Agreement, an Option may be exercisable immediately,\nsubject to Reverse Vesting. The Administrator may require that all Shares\nsubject to Reverse Vesting be held in escrow until such repurchase right lapses.\n\n     6.5 RIGHT OF REPURCHASE. If an Option is subject to Reverse Vesting, the\nCompany shall have the right, beginning at the Termination of the Optionee and\ncontinuing for the next three months, to repurchase that number of Shares that\nthe Optionee would not have been able to purchase under the Option if the Option\ndid not permit Reverse Vesting, based on the vesting schedule provided in the\nAward Agreement. Such right of repurchase shall be at the Option Price.\n\n     6.6 FORM OF CONSIDERATION. The Administrator shall determine the acceptable\nform of consideration for exercising rights under an Award from among the\nfollowing acceptable forms of consideration:\n\n         (a) cash;\n\n         (b) check or wire transfer, denominated in U.S. Dollars except with the\nconsent of the Administrator or as specified by the Administrator for foreign\nemployees or foreign sub-plans;\n\n         (c) delivery or designation of other Shares which (A) in the case of \nShares originally acquired upon exercise of an Option, have been owned by the \nOptionee for more than six months on the date of exercise, and (B) have a \nFair Market Value on the date of surrender equal to the aggregate Option \nPrice of the Shares for which the previously-owned Shares are to be used as \nconsideration;\n\n         (d) provided that a public market exists for the Shares through a \n\"same day sale\" commitment from the Awardee and a broker-dealer that is a \nmember of the National Association of Securities Dealers, Inc. (an \"NASD \nDealer\") whereby the Awardee irrevocably elects to exercise the Option and to \nsell a portion of the Shares so purchased to pay for the exercise price of \nthe Option and all other amounts due to the Company hereunder, and whereby \nthe NASD Dealer irrevocably commits upon receipt of such Shares to forward \nthe exercise price and all other amounts due to the Company hereunder \ndirectly to the Company; or\n\n         (e) any combination of the foregoing methods of payment.\n\n\n                                       9\n\n\n     6.7 NON-EMPLOYEE DIRECTOR OPTIONS.\n\n     The provisions of this Section 6.7 shall apply only to grants of Options to\nNon-Employee Directors. Except as set forth in this Section 6.7, the other\nprovisions of the Plan shall apply to grants of Options to Non-Employee\nDirectors to the extent not inconsistent with this Section.\n\n         (a) GENERAL. Non-Employee Directors shall receive Non-Qualified Stock\nOptions in accordance with this Section 6.7 and may not be granted Incentive\nStock Options under this Plan. The exercise price for Options granted to\nNon-Employee Directors shall be the Fair Market Value on the date of grant.\n\n         (b) GRANTS TO NON-EMPLOYEE DIRECTORS. Commencing at the 2002 Annual \nMeeting of Stockholders of the Company, each Non-Employee Director who is \nelected or appointed to the Board (including by a way of re-election or \nre-appointment) will, at the time such director is elected or appointed and \nduly qualified, and after Board approval of such grant, be granted \nautomatically, without action by the Administrator, an option to purchase \n7,500 Shares. Such Option shall become exercisable with respect to one-third \nof the Shares covered by the Option six months after the Grant Date (the \n\"Initial Vesting Date\") and with respect to an additional one-third of the \nShares covered by the Option on each of the next two anniversaries of the \nInitial Vesting Date.\n\n         (c) DURATION. Subject to the immediately following sentence, each \nOption granted to a Non-Employee Director shall be for a term of 10 years. Upon \nthe cessation of a Non-Employee Director's membership on the Board for any \nreason, Options granted to such Non-Employee Director shall expire upon the \nearlier of (i) three months from the date of such cessation of Board membership \n(or one year if cessation of Board membership is due to the Non-Employee \nDirector's death or permanent disability); or (ii) expiration of the term of \nthe Option. The Administrator may not provide for an extended exercise period \nbeyond the periods set forth in this Section 6.7(c).\n\n7.   INCENTIVE STOCK OPTIONS\n\n     Notwithstanding any other provision of the Plan, the following provisions\napply to Incentive Stock Options:\n\n         (a) The term of an Incentive Stock Option shall be no more than ten \nyears.\n\n         (b) No Incentive Stock Option may be granted under the Plan more than \nten years following the date the Plan was approved by the Board.\n\n         (c) Regardless of any other provision of this Plan, for any Optionee\nIncentive Stock Options granted under all incentive stock option plans of the\nCompany and its Affiliates may not vest for more than $100,000 in Fair Market\nValue of the shares of stock covered by the Options (measured on the Grant\nDates(s)) in any calendar year. \n\n\n                                       10\n\n\n\nTo the extent that the value of such shares exceeds $100,000 in Fair Market\nValue, the excess shall be considered to be a Non-Qualified Stock Option, with\nthe earliest-granted Options or portions thereof to be treated as Incentive\nStock Options and the remainder to be treated as Non-Qualified Stock Options.\n\n         (d) Any Incentive Stock Option granted to a Ten Percent Shareholder, as\ndefined in Section 7(e), must have an Expiration Date within five years of the\nGrant Date.\n\n         (e) The exercise price of an Incentive Stock Option shall never be less\nthan the Fair Market Value of the shares covered by the Option at the Grant\nDate. The exercise price of an Incentive Stock Option granted to a Ten Percent\nShareholder shall never be less than 110% of the Fair Market Value of the shares\nof stock covered by the option at the Grant Date. A \"TEN PERCENT SHAREHOLDER\" is\nany person who owns, directly or by attribution under Section 424(d) of the\nCode, an amount of stock greater than ten percent of the total combined voting\npower of all classes of stock of the Company or of any Affiliate.\n\n         (f) Incentive Stock Options may be granted only to Employees.\n\n         (g) No rights under an Incentive Stock Option may be transferred, other\nthan by will or the laws of descent and distribution. During the life of the\nOptionee, an Incentive Stock Option may be exercised only by the Optionee.\n\n         (h) Any Incentive Stock Option that is not exercised within three \nmonths following the Termination of the Optionee for any reason other than \ndeath or total and permanent disability, or within one year of the total and \npermanent disability of the Optionee, shall be treated as a Non-Qualified Stock \nOption; provided, however, that in the case of an Optionee who dies within \nthree months following Termination this subsection shall not apply.\n\n         (i) Any Incentive Stock Option that is not exercised within 90 days \nafter the beginning of a leave of absence other than an Approved Leave shall be\ntreated as a Non-Qualified Stock Option; provided, however, that in the case of\nan Optionee who dies within three months following the start of the leave of\nabsence this subsection shall not apply.\n\n8.   STOCK APPRECIATION RIGHTS, RESTRICTED STOCK, CASH AWARDS\n\n     8.1 SARS.\n\n         (a) GENERAL. SARs may be granted either alone, in addition to, or in \ntandem with other Awards granted under the Plan. The Administrator may grant \nSARs to Participants subject to terms and conditions not inconsistent with the \nPlan and determined by the Administrator. The specific terms and conditions \napplicable to the Awardee shall \n\n\n                                       11\n\n\nbe provided for in the Award Agreement. SARs shall be exercisable, in whole \nor in part, at such times as the Administrator shall specify in the Award \nAgreement.\n\n         (b) EXERCISE. Upon the exercise of a SAR, in whole or in part, an \nAwardee shall be entitled to receive, at the Administrator's discretion: (i) \ncash payment in an amount equal to the excess of the Fair Market Value of a \nfixed number of shares of common stock covered by the exercised portion of the \nSAR on the date of such exercise, over the Fair Market Value of the common stock\ncovered by the exercised portion of the SAR on the Grant Date; or (ii) shares of\ncommon stock having a Fair Market Value on the date of exercise equal to the\nexcess of the Fair Market Value of a fixed number of shares of common stock\ncovered by the exercised portion of the SAR on the date of such exercise, over\nthe Fair Market Value of the common stock covered by the exercised portion of\nthe SAR on the Grant Date; provided, however, that the Administrator may place\nlimits on the aggregate cash amount or number of shares of common stock that may\nbe paid or issued upon the exercise of a SAR.\n\n         (c) METHOD OF EXERCISE. A SAR shall be deemed to be exercised when \nnotice of such exercise has been given to the Company in accordance with the \nterms of the SAR by the person entitled to exercise the SAR.\n\n     8.2 STOCK AWARDS.\n\n         (a) GENERAL. Stock Awards may be granted either alone, in addition to, \nor in tandem with other Awards granted under the Plan. The specific terms and\nconditions applicable to the Awardee shall be provided for in the Award\nAgreement. The Award Agreement shall state the number of Shares that the Awardee\nshall be entitled to receive or purchase, the terms and conditions on which the\nShares shall vest, the price to be paid, if any, and, if applicable, the time\nwithin which the Awardee must accept such offer. The offer shall be accepted by\nexecution of the Award Agreement. The Administrator may require that all Shares\nsubject to a right of repurchase or risk of forfeiture be held in escrow until\nsuch repurchase right or risk of forfeiture lapses. The grant or vesting of a\nStock Award may be made contingent on achievement of Objectively Determinable\nPerformance Conditions. The Administrator may require as a condition for\nexercise of a Stock Award, that the Awardee pay up to 50% of the Fair Market\nValue as of the Grant Date of the Shares underlying the Stock Award, using any\nform of consideration described in Section 6.6; provided the Awardee provides a\npayment in cash or other valid consideration approved by the Administrator equal\nto at least the aggregate par value of such Shares to the extent required by the\nDelaware General Corporation Law.\n\n         (b) FORFEITURE. Unless otherwise provided for by the Administrator in \nthe Award Agreement, unvested Shares shall be forfeited upon the Awardee's\nTermination, except as provided in Sections 9.4 and 10.2. To the extent that the\nAwardee purchased the Shares, the Company shall have a right to repurchase the\nunvested Shares at the original \n\n\n                                       12\n\n\nprice paid by the Awardee, upon Awardee's Termination, except as provided in \nSections 9.4 and 10.2.\n\n     8.3 CASH AWARDS. Cash Awards may be granted either alone, in addition to,\nor in tandem with other Awards granted under the Plan. After the Administrator\ndetermines that it will offer a Cash Award, it shall advise the Awardee, by\nmeans of an Award Agreement, of the terms, conditions and restrictions related\nto the Cash Award.\n\n9.   EXERCISE OF AWARDS\n\n     9.1 GENERAL\n\n         (a) PROCEDURE FOR EXERCISE. Any Award granted hereunder shall be\nexercisable according to the terms of the Plan and at such times and under such\nconditions as may be determined by the Administrator and set forth in the\nrespective Award Agreement. Options subject to Reverse Vesting shall be\nexercisable only after expiration of six months from the Grant Date.\nNotwithstanding any other provision of this Plan, no Award may be exercised\nafter the term of the Award has expired.\n\n         (b) LEAVES OF ABSENCE. An Award shall continue to vest during a \nleave of absence. No Award may be exercised during more than 90 days after \nthe beginning of a leave of absence, other than an Approved Leave, as \ndescribed below; provided, however, that in the case of an Awardee who dies \nwithin three months following the start of the leave of absence, the \nAwardee's vested Awards may be exercised during the period provided in \nSection 9.4(b). Awards held by an Awardee who has taken an Approved Leave may \nbe exercised within the first three months after the beginning of the leave \nof absence, upon the Awardee's return to active employment status, or if the \nAwardee dies within three months following the beginning of the leave of \nabsence, the period specified in Section 9.4(b), in each case to the extent \nthe Awards have vested.\n\n     9.2 TIME OF EXERCISE. An Award shall be deemed exercised when the Company\nreceives: (a) notice of exercise (in accordance with the Award Agreement) from\nthe person entitled to exercise the Award, (b) in the case of an Award requiring\npayment of an Option Price, full payment, or provision for payment in a form\napproved by the Administrator, for the Shares underlying the Award, and (c) in\nthe case of a Non-Qualified Stock Option, or other Award requiring the payment\nof withholding taxes, payment of all applicable withholding taxes due upon such\nexercise. An Award may not be exercised for a fraction of a Share.\n\n     9.3 ISSUANCE OF SHARES. Shares issued upon exercise of an Award shall be\nissued in the name of the Awardee. Until the Shares are issued (as evidenced by\nthe appropriate entry on the books of the Company or of a duly authorized\ntransfer agent of the Company), no right to vote or receive dividends or any\nother rights as a shareholder shall exist with respect to the Shares subject to\nan Award, notwithstanding the exercise of \n\n\n                                       13\n\n\nthe Award. The Company shall issue (or cause to be issued) such Shares promptly \nafter the Award is exercised. No adjustment will be made for a dividend or \nother right for which the record date is prior to the date the Shares are \nissued, except as provided in Section 3.3 of the Plan.\n\n     9.4 TERMINATION.\n\n         (a) GENERAL. Unless otherwise provided for by the Administrator in the\nAward Agreement, if an Awardee ceases to be an Employee or Consultant, other\nthan as a result of circumstances described in Sections 9.4(b), (c) and (d)\nbelow, the Awardee's vested Awards shall be exercisable for thirty days\nfollowing the Awardee's Termination, or if earlier, the expiration of the term\nof such Awards. If the Awardee does not exercise an Award within the time set\nforth above, the Award shall automatically terminate.\n\n         (b) DEATH OR DISABILITY. Unless otherwise provided for by the \nAdministrator in the Award Agreement, if an Awardee dies or becomes totally and \npermanently disabled while an Employee or Consultant, the Awardee's vested \nAwards shall be exercisable for one year following the Awardee's death or \ndisability, but not after the expiration of the term of such Award. The Award \nmay be exercised by the beneficiary designated by the Awardee (as provided in \nSection 15), the executor or administrator of the Awardee's estate or, if none, \nby the person(s) entitled to exercise the Award under the Awardee's will or the \nlaws of descent and distribution. If an Award is not so exercised within the \ntime specified herein, the Award shall automatically terminate.\n\n         (c) TERMINATION FOR \"CAUSE\". If an Awardee ceases to be an Employee or\nConsultant for \"cause,\" all Awards held by the Awardee as of the time of\nTermination shall immediately terminate, and such Awards shall cease to be\nexercisable as of such time. \"CAUSE\" means dishonesty, fraud, misconduct,\ndisclosure of confidential information, conviction of, or a plea of guilty or no\ncontest to, a felony under the laws of the United States or any state thereof,\nhabitual absence from work for reasons other than illness, intentional conduct\nwhich causes significant injury to the Company, or habitual abuse of alcohol or\na controlled substance, in each case determined by the Administrator, whose\ndetermination will be conclusive and binding.\n\n         (d) DIVESTITURE. If an Awardee ceases to be an Employee or Consultant\nbecause of a divestiture of an Affiliate, the Administrator may, in its sole\ndiscretion, make such Awardee's outstanding Awards fully vested and exercisable\nand provide that such Awards remain exercisable for a period of time to be\ndetermined by the Administrator. The determination of whether a divestiture will\noccur or has occurred shall be made by the Administrator in its sole discretion.\nIf the Awardee does not exercise an Award by the expiration of such time period,\nthe Award shall automatically terminate.\n\n     9.5 BUYOUT PROVISIONS. At any time, the Administrator may, but shall not be\nrequired to, offer to buy out for a payment in cash or Shares an Award\npreviously granted \n\n\n                                       14\n\n\n\nbased on such terms and conditions as the Administrator shall\nestablish and communicate to the Awardee at the time that such offer is made.\n\n10.  DISSOLUTION AND CORPORATE TRANSACTIONS\n\n     10.1 DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution\nor liquidation of the Company, the Administrator shall notify each Awardee as\nsoon as practicable prior to the effective date of such proposed transaction.\nThe Administrator in its discretion may provide for an Award to be fully vested\nand exercisable until ten days prior to such transaction. In addition, the\nAdministrator may provide that any restrictions on any Award shall lapse prior\nto the transaction, provided the proposed dissolution or liquidation takes place\nat the time and in the manner contemplated. To the extent it has not been\npreviously exercised, an Award will terminate immediately prior to the\nconsummation of such proposed transaction.\n\n     10.2 CORPORATE TRANSACTIONS.\n\n          (a) ASSUMPTION OR REPLACEMENT OF AWARDS BY SUCCESSOR. In the event of \n(i) a dissolution or liquidation of the Company, (ii) a merger or consolidation \nin which the Company is not the surviving corporation (other than a merger or\nconsolidation with a wholly-owned subsidiary, a reincorporation of the Company\nin a different jurisdiction, or other transaction in which there is no\nsubstantial change in the stockholders of the Company or their relative stock\nholdings and the Awards granted under this Plan are assumed, converted or\nreplaced by the successor corporation, which assumption will be binding on all\nAwardees), (iii) a merger in which the Company is the surviving corporation but\nafter which stockholders owning more than 50% of the voting stock of the Company\nimmediately prior to the merger (other than any stockholder which merges, or\nwhich owns or controls another corporation which merges, with the Company in\nsuch merger) cease to own a majority of the voting stock of the Company\nimmediately after the merger, or (iv) the sale of all or substantially all of\nthe assets of the Company (collectively, \"Corporate Transaction\"), any or all\noutstanding Awards may be assumed, converted or replaced by the successor\ncorporation (if any), which assumption, conversion or replacement will be\nbinding on all Awardees. In the alternative, the successor corporation may\nsubstitute equivalent Awards or provide substantially similar consideration to\nAwardees as was provided to stockholders (after taking into account the existing\nprovisions of the Awards). The successor corporation may also issue, in place of\noutstanding Shares of the Company held by the Awardees, substantially similar\nshares or other property subject to repurchase restrictions no less favorable to\nthe Awardee. Notwithstanding the foregoing, if (a) any Awardee whose options are\n(i) assumed, converted or replaced by the successor corporation (if any), or\n(ii) substituted by the successor corporation with equivalent Awards or\nsubstantially similar consideration; and (b) such Awardee is terminated by the\nCompany or a successor corporation (if any) without cause within twelve months\nof the effective date of the Corporate Transaction; then any Options held by the\nAwardee will immediately become fully vested and \n\n\n                                       15\n\n\nexercisable by the Awardee. In the event such successor corporation (if any) \nrefuses to assume or substitute Options, as provided above, pursuant to a\ntransaction described in this Section 10.2(a) then notwithstanding any other\nprovision in this Plan to the contrary, such Award will become fully vested at\nsuch time and on such conditions as the Board determines.\n\n          (b) OTHER TREATMENT OF AWARDS. Subject to any greater rights \ngranted to Awardees under the foregoing provisions of this Section 11.2, in \nthe event of the occurrence of any transaction described in Section 11.2(a), \nany outstanding Awards will be treated as provided in the applicable \nagreement or plan of merger, consolidation, dissolution, liquidation, sale of \nassets or other \"corporate transaction.\"\n\n          (c) ASSUMPTION OF AWARDS BY THE COMPANY. The Company, from time to \ntime, also may substitute or assume outstanding awards granted by another \ncompany, whether in connection with an acquisition of such other company or \notherwise, by either: (a) granting an Award under the Plan in substitution of \nsuch other company's award; or (b) assuming such award as if it had been \ngranted under this Plan. In the event the Company assumes an award granted by \nanother company, the terms and conditions of such award will remain unchanged \n(except that the exercise price and the number and nature of Shares issuable \nupon exercise of any such option will be adjusted appropriately pursuant to \nSection 424(a) of the Code).\n\n11.  WITHHOLDING AND TAX REPORTING\n\n     11.1 TAX WITHHOLDING.\n\n          (a) WITHHOLDING GENERALLY. Whenever Shares are to be issued in \nsatisfaction of Awards granted under the Plan, the Company may require the \nAwardee to remit to the Company an amount sufficient to satisfy federal, state \nand local withholding tax requirements prior to the delivery of any certificate \nor certificates for such Shares. Whenever, under the Plan, payments in \nsatisfaction of Awards are to be made by the Company, such payment will be net \nof an amount sufficient to satisfy federal, state, and local withholding tax \nrequirements.\n\n          (b) STOCK WITHHOLDING. The Company shall have the right, but not the\nobligation, to deduct from the Shares issuable upon the exercise of an Award, or\nto accept from the Awardee the tender of, a number of whole Shares having a Fair\nMarket Value equal to all or any part of the federal, state, local and foreign\ntaxes, if any, required by law to be withheld by the Company with respect to\nsuch Award or the Shares acquired upon the exercise thereof. Alternatively or in\naddition, in its discretion, the Company shall have the right to require the\nAwardee, through payroll withholding, cash payment or otherwise, including by\nmeans of a Cashless Exercise, to make adequate provision for any such tax\nwithholding obligations arising in connection with the Award or the Shares\nacquired upon the exercise thereof. The Company shall have no obligation to\ndeliver \n\n\n                                       16\n\n\nShares or to release Shares from an escrow established pursuant to the\nAward Agreement until the Company's tax withholding obligations have been\nsatisfied by the Awardee.\n\n     11.2 TAX REPORTING. The Awardee of an Incentive Stock Option shall notify\nthe Administrator within ten days of any disposition of the Shares acquired on\nthe exercise of such Option for (a) the longer of two years from the Grant Date\nor one year from the exercise date of such Option, or (b) such different period\nas the Administrator may establish, and shall provide such information in\nconnection with such disposition as the Administrator may request.\n\n12.  COMPLIANCE WITH LAW; MODIFICATION OF PLAN MATERIALS\n\n     12.1 COMPLIANCE WITH LAW. The grant of Awards and the issuance of Shares\nupon exercise of Awards shall be subject to compliance with Applicable Laws,\nincluding all applicable requirements of federal, state and foreign law with\nrespect to the offering and sale of securities. Awards may not be exercised if\nthe issuance of Shares upon exercise would constitute a violation of Applicable\nLaws. In addition, no Award may be exercised unless (a) a registration statement\nunder the Securities Act shall at the time of exercise of the Award be in effect\nwith respect to the Shares issuable upon exercise of the Award or (b) in the\nopinion of legal counsel to the Company, the Shares issuable upon exercise of\nthe Award may be issued in accordance with the terms of an applicable exemption\nfrom the registration requirements of the Securities Act. The inability of the\nCompany to obtain from any regulatory body the authority deemed by the Company's\nlegal counsel to be necessary to the lawful issuance and sale of Shares\nhereunder shall relieve the Company of any liability in respect of the failure\nto issue or sell such Shares. As a condition to the exercise of any Award, the\nCompany may require the Awardee to satisfy any qualifications that may be\nnecessary or appropriate, to evidence compliance with any applicable law or\nregulation and to make any representation or warranty with respect thereto as\nmay be requested by the Company.\n\n     12.2 CERTIFICATES. All certificates for Shares or other securities\ndelivered under this Plan will be subject to such stop transfer instructions,\nlegends and other restrictions as the Administrator may deem necessary or\nadvisable, including restrictions under any applicable federal, state or foreign\nsecurities law, or any rules, regulations and other requirements of the\nSecurities and Exchange Commission or any stock exchange or automated quotation\nsystem upon which the Shares may be listed or quoted.\n\n13.  AMENDMENT OR TERMINATION OF PLAN\n\n     13.1 AMENDMENT AND TERMINATION. The Board may at any time amend, alter,\nsuspend or terminate the Plan.\n\n\n                                       17\n\n\n     13.2 SHAREHOLDER APPROVAL. The Company shall obtain shareholder approval of\nany Plan amendment to the extent necessary and desirable to comply with\nApplicable Laws.\n\n     13.3 EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration,\nsuspension or termination of the Plan shall impair the rights of any Award,\nunless mutually agreed otherwise between the Awardee and the Administrator,\nwhich agreement must be in writing and signed by the Awardee and the Company.\nTermination of the Plan shall not affect the Administrator's ability to exercise\nthe powers granted to it hereunder with respect to Awards granted under the Plan\nprior to the date of such termination.\n\n14.  RESERVED RIGHTS\n\n     14.1 NONEXCLUSIVITY OF THE PLAN. The adoption of this Plan shall not limit\nthe power of the Company in any way to adopt other incentive arrangements,\nincluding, without limitation, the granting of stock options or the granting of\nstock or rights with respect to stock other than under this Plan.\n\n     14.2 UNFUNDED PLAN. The Plan shall be unfunded. Although bookkeeping\naccounts may be established with respect to Participants who are granted Awards\nof Shares under this Plan, any such accounts will be used merely as a\nbookkeeping convenience. Except for the holding of restricted stock in escrow\npursuant to Section 8.2 or 6.5, the Company shall not be required to segregate\nany assets which may at any time be represented by Awards, and neither shall\nthis Plan be construed as providing for such segregation, nor shall the Company\nor the Administrator be deemed to be a trustee of stock or cash to be awarded\nunder the Plan. Any liability of the Company to any Awardee shall be based\nsolely upon any contractual obligations that may be created by the Plan; no such\nobligation of the Company shall be deemed to be secured by any pledge or other\nencumbrance on any property of the Company. Neither the Company nor the\nAdministrator shall be required to give any security or bond for the performance\nof any obligation that may be created by this Plan.\n\n     14.3 CONSULTING OR EMPLOYMENT RELATIONSHIP. This Plan or any Award granted\nby this Plan shall not interfere with or limit in any way the right of the\nCompany or of any of its Affiliates to terminate any Awardee's employment or\nconsulting at any time. This Plan does not confer upon any Participant any right\nto continue in the employ of, or consult with, the Company or any of its\nAffiliates. In addition, this Plan does not interfere in any way with any\nprovision in the Company's charter documents relating to the election,\nappointment, terms of office, and removal of members of the Board.\n\n15.  BENEFICIARIES\n\n          (a) An Awardee may file a written designation of a beneficiary who is \nto receive the Awardee's rights pursuant to Awardee's Award or the Awardee may\n\n\n                                       18\n\n\ninclude his or her Awards in an omnibus beneficiary designation for all benefits\nunder the Plan.\n\n          (b) Any designation of beneficiary may be changed by the Awardee at \nany time by written notice. In the event of the death of an Awardee and in the\nabsence of a beneficiary validly designated under the Plan who is living at the\ntime of such Awardee's death, the Company shall allow the executor or\nadministrator of the estate of the Awardee to exercise the Award, or if no such\nexecutor or administrator has been appointed (to the knowledge of the Company),\nthe Company, in its discretion, may allow the spouse or one or more dependents\nor relatives of the Awardee to exercise the Award.\n\n16.  MISCELLANEOUS\n\n     16.1 GOVERNING LAW. This Plan and all determinations made and actions taken\npursuant hereto shall be governed by the substantive laws, but not the choice of\nlaw rules, of the State of Delaware.\n\n     16.2 DETERMINATION OF VALUE. Fair Market Value shall be determined as\nfollows:\n\n          (a) LISTED STOCK. If the stock of the Company is listed on any \nestablished stock exchange or a national market system, its Fair Market Value \nshall be the closing sales price for the stock as quoted on the stock exchange \nor system for the date the value is to be determined (the \"VALUE DATE\") as \nreported in the Wall Street Journal or a similar publication. If no sales \noccurred on the Value Date, then the Company shall use the value for the last \npreceding business day on which sales occurred. If no sales occurred for one \nweek before the Value Date, the Company shall use the closing bid on the Value \nDate as the Fair Market Value of the stock. If the stock is listed on multiple \nexchanges or systems, the stock's value on the largest exchange will be used.\n\n          (b) STOCK QUOTED BY SECURITIES DEALER. If the stock of the Company is\nregularly quoted by a recognized securities dealer but selling prices are not\nreported, its Fair Market Value shall be the mean between the high bid and low\nasked prices on the Value Date. If there are no quoted prices for the Value\nDate, then the Fair Market Value shall be its value on the last preceding\nbusiness day on which there were quoted prices.\n\n          (c) NO ESTABLISHED MARKET FOR STOCK. In the absence of an established\nmarket for the stock, the Administrator will determine the Fair Market Value in\ngood faith. The Administrator will consider the following factors, without\nlimitation, in determining the value of Shares: the recent issue price of other\nsecurities of the Company, the Company's net worth, its prospective earning\npower, its paying capacity regarding dividends, and any other relevant factors,\nincluding the management of the Company, its goodwill, the economic outlook of\nthe Company's industry, the Company's \n\n\n                                       19\n\n\nposition in the industry, and the values of stock of other corporations in\nthe same industry.\n\n     16.3 NOTICE. Any written notice to the Company required by any provisions\nof the Plan shall be addressed to the Secretary of the Company and shall be\neffective when received.\n\n     16.4 RESERVATION OF SHARES. The Company, during the term of the Plan, will\nat all times reserve and keep available such number of Shares as shall be\nsufficient to satisfy the requirements of the Plan.\n\n     16.5 ELECTRONIC COMMUNICATIONS. Any Award Agreement, notice of exercise of\nan Option, or other document required or permitted by this Plan may be delivered\nin writing or, to the extent determined by the Administrator, electronically.\nSignatures may also be electronic to the extent determined by the Administrator.\n\n     16.6 NONASSIGNABILITY OF AWARDS. Except as expressly permitted by the\nAdministrator, no Award granted under this Plan shall be assignable or otherwise\ntransferable by the Awardee except by will, pursuant to a domestic relations\norder (within the meaning of Rule 16a-12 promulgated under the Exchange Act) or\nby the laws of descent and distribution. During the life of the Awardee, except\nas expressly permitted by the Administrator, an Award shall be exercisable only\nby the Awardee. No Award may be assigned before it has vested.\n\n     16.7 ADDITIONAL RESTRICTIONS OF RULE 16b-3. The terms and conditions of\nAwards granted hereunder to, and the purchase of Shares by, Participants subject\nto Section 16 of the Exchange Act shall comply with the applicable provisions of\nRule 16b-3. The Plan shall be deemed to contain, and such Awards shall contain,\nand the Shares issued upon exercise thereof shall be subject to, such additional\nconditions and restrictions as may be required by Rule 16b-3 to qualify for the\nmaximum exemption from Section 16 of the Exchange Act with respect to\ntransactions under the Plan.\n\n\n                                       20\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7802],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9546],"class_list":["post-38422","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hpl-technologies-inc","corporate_contracts_industries-technology__software","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\/38422","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=38422"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38422"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38422"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38422"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}