{"id":38438,"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-stock-plan-microsoft-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2001-stock-plan-microsoft-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2001-stock-plan-microsoft-corp.html","title":{"rendered":"2001 Stock Plan &#8211; Microsoft Corp."},"content":{"rendered":"<pre>\n                             MICROSOFT CORPORATION\n\n                                2001 STOCK PLAN\n\n\n     1.   Purpose of the Plan.  The purposes of this Stock Plan are to attract\nand retain the best available individuals for positions of substantial\nresponsibility, to provide additional incentive to such individuals, and to\npromote the success of the Company's business by aligning the financial\ninterests of Employees and Consultants providing personal services to the\nCompany or to any Parent or Subsidiary of the Company with long-term shareholder\nvalue.\n\n          Awards granted hereunder may be Incentive Stock Options, Nonqualified\nStock Options, Stock Awards, or SARs, at the discretion of the Board and as\nreflected in the terms of the Award Agreement.\n\n     2.   Definitions.  As used herein, the following definitions shall apply:\n\n          (a)  \"Award\" shall mean any award or benefits granted under the Plan,\nincluding Options, Stock Awards, and SARs.\n\n          (b)  \"Award Agreement\" shall mean a written or electronic agreement\nbetween the Company and the Awardee setting forth the terms of the Award.\n\n          (c)  \"Awardee\" shall mean the holder of an outstanding Award.\n\n          (d)  \"Board\" shall mean (i) the Board of Directors of the Company or\n(ii) both the Board and the Committee, if a Committee has been appointed in\naccordance with Section 4(a) of the Plan.\n\n          (e)  \"Code\" shall mean the Internal Revenue Code of 1986, as amended.\n\n          (f)  \"Committee\" shall mean the Compensation Committee appointed by\nthe Board of Directors in accordance with Section 4(a) of the Plan, if one is\nappointed; provided, however, if the Board of Directors appoints more than one\nCommittee pursuant to Section 4(a), then \"Committee\" shall refer to the\nappropriate Committee, as indicated by the context of the reference.\n\n          (g)  \"Common Shares\" shall mean the common shares of Microsoft\nCorporation.\n\n          (h)  \"Company\" shall mean Microsoft Corporation, a Washington\ncorporation and any successor thereto.\n\n          (i)  \"Consultant\" shall mean any person, except an Employee, engaged\nby the Company or any Parent or Subsidiary of the Company, to render personal\nservices to such entity, including as an advisor.\n\n          (j)  \"Continuous Status as a Participant\" shall mean (1) for\nEmployees, the absence of any interruption or termination of service as an\nEmployee, and (2) for Consultants, the absence of any interruption, expiration,\nor termination of such person's consulting or advisory relationship with the\nCompany or the occurrence of any termination event as set forth in such person's\nAward Agreement. Continuous Status as a Participant shall not be considered\ninterrupted (i) for an Employee in the case of sick leave, maternity leave,\ninfant care leave, medical emergency leave, military leave, or any other leave\nof absence authorized in writing by a Vice President of the Company prior to its\ncommencement, and (ii) for a Consultant, in the case of any temporary\ninterruption in such person's availability to provide services to the Company\nwhich has been authorized in writing by a Vice President of the Company prior to\nits commencement.\n\n          (k)  \"Conversion Options\" shall mean the Options described in Section\n6(c) of the Plan.\n\n \n          (l)  \"Employee\" shall mean any person, including an officer, who is a\ncommon law employee of, receives remuneration for personal services to, is\nreflected on the official human resources database as an employee of, and is on\nthe payroll of the Company or any Parent or Subsidiary of the Company. A person\nis on the payroll if he or she is paid from the payroll department of the\nCompany, or any Parent or Subsidiary of the Company. Persons providing services\nto the Company, or to any Parent or Subsidiary of the Company, pursuant to an\nagreement with a staff leasing organization, temporary workers engaged through\nor employed by temporary or leasing agencies, and workers who hold themselves\nout to the Company, Parent, or Subsidiary to which they are providing services\nas being independent contractors, or as being employed by or engaged through\nanother company while providing the services are not Employees for purposes of\nthis Plan, whether or not such persons are, or may be reclassified by the\ncourts, the Internal Revenue Service, the U. S. Department of Labor, or other\nperson or entity as, common law employees of the Company, Parent, or Subsidiary,\neither solely or jointly with another person or entity.\n\n          (m)  \"Effective Date\" shall mean January 1, 2001, or such later date\nas is determined by the Board.\n\n          (n)  \"Exchange Act\" shall mean the Securities Exchange Act of 1934, as\namended.\n\n          (o)  \"FLSA\" shall mean the Fair Labor Standards Act of 1938, as\namended.\n\n          (p)  \"Incentive Stock Option\" shall mean any Option intended to\nqualify as an incentive stock option within the meaning of Section 422 of the\nCode.\n\n          (q)  \"Maximum Annual Participant Award\" shall have the meaning set\nforth in Section 5(b).\n \n          (r)  \"Nonqualified Stock Option\" shall mean an Option not intended to\nqualify as an Incentive Stock Option.\n\n          (s)  \"Option\" shall mean a stock option granted pursuant to Section 6\nof the Plan.\n\n          (t)  \"Parent\" shall mean a \"parent corporation,\" whether now or\nhereafter existing, as defined in Section 424(e) of the Code.\n\n          (u)  \"Participant\" shall mean an Employee or Consultant.\n\n          (v)  \"Plan\" shall mean this 2001 Stock Plan, including any amendments\nthereto.\n\n          (w)  \"Share\" shall mean one Common Share, as adjusted in accordance\nwith Section 14 of the Plan.\n\n          (x)  \"SAR\" shall mean a stock appreciation right awarded pursuant to\nSection 8 of the Plan.\n\n          (y)  \"Stock Award\" shall mean a grant of Shares or of a right to\nreceive Shares or their cash equivalent (or both) pursuant to Section 7 of the\nPlan.\n\n          (z)  \"Subsidiary\" shall mean (i) in the case of an Incentive Stock\nOption a \"subsidiary corporation,\" whether now or hereafter existing, as defined\nin Section 424(f) of the Code, and (ii) in the case of a Nonqualified Stock\nOption, a Stock Award or an SAR, in addition to a subsidiary corporation as\ndefined in (i), a limited liability company, partnership or other entity in\nwhich the Company controls 50 percent or more of the voting power or equity\ninterests.\n\n     3.   Shares Subject to the Plan.  Subject to the provisions of Sections 14\nand 16 of the Plan, the maximum aggregate number of Shares (increased,\nproportionately, in the event of any stock split or stock dividend with respect\nto the Shares) which may be awarded and delivered under the Plan shall not\nexceed the\n\n \nsum of (a) any Shares available for future awards, as of the Effective Date,\nunder the Microsoft Corporation 1991 Stock Option Plan, as amended (\"1991 Stock\nPlan\") and (b) any Shares that are represented by awards under the 1991 Stock\nPlan which, after the Effective Date, are forfeited, expire, are cancelled\nwithout delivery of Shares, or otherwise result in the return of Shares to the\nCompany. The Shares may be authorized, but unissued, or reacquired Common\nShares.\n\n          If an Award should expire or become unexercisable for any reason\nwithout having been exercised in full, the undelivered Shares which were subject\nthereto shall, unless the Plan shall have been terminated, become available for\nfuture Awards under the Plan.\n\n     4.   Administration of the Plan.\n\n          (a)  Procedure.  The Plan shall be administered by the Board of\nDirectors of the Company.\n\n               (i)  The Board of Directors may appoint one or more Committees\neach consisting of not less than two members of the Board of Directors to\nadminister the Plan on behalf of the Board of Directors, subject to such terms\nand conditions as the Board of Directors may prescribe. Once appointed, such\nCommittees shall continue to serve until otherwise directed by the Board of\nDirectors.\n\n               (ii)  From time to time the Board of Directors may increase the\nsize of the Committee(s) and appoint additional members thereof, remove members\n(with or without cause) and appoint new members in substitution therefor, or\nfill vacancies however caused.\n\n          (b)  Powers of the Board.  Subject to the provisions of the Plan, the\nBoard shall have the authority, in its discretion: (i) to grant Incentive Stock\nOptions, Nonqualified Stock Options, Stock Awards, and SARs; (ii) to determine,\nin accordance with Section 11(b) of the Plan, the fair market value of the\nShares; (iii) to determine, in accordance with Section 11(a) of the Plan, the\nexercise price per share of Awards to be granted; (iv) to determine the\nParticipants to whom, and the time or times at which, Awards shall be granted\nand the number of Shares to be represented by each Award; (v) to interpret the\nPlan; (vi) to prescribe, amend, and rescind rules and regulations relating to\nthe Plan; including the form of Award Agreement, and manner of acceptance of an\nAward, (vii) to determine the terms and provisions of each Award to be granted\n(which need not be identical) and, with the consent of the Awardee, modify or\namend each Award; (viii) to authorize conversion or substitution under the Plan\nof any or all Conversion Options; (ix) to accelerate or defer (with the consent\nof the Awardee) the exercise date of any Option; (x) to authorize any person to\nexecute on behalf of the Company any instrument required to effectuate the grant\nof an Award previously granted by the Board; and (xi) to make all other\ndeterminations deemed necessary or advisable for the administration of the Plan.\n\n          (c)  Effect of Board's Decision.  All decisions, determinations, and\ninterpretations of the Board shall be final and binding on all Participants and\nAwardees.\n\n     5.   Eligibility.\n\n          (a)  Awards may be granted to Participants and to persons to whom\noffers of employment as an Employee have been extended; provided that Incentive\nStock Options may only be granted to Employees. For avoidance of doubt,\ndirectors are not eligible to participate in the Plan unless they are Employees\nor Consultants.\n\n          (b)  The maximum number of Shares with respect to which an Award or\nAwards may be granted to any Participant in any one taxable year of the Company\n(the \"Maximum Annual Participant Award\") shall not exceed 10,000,000 Common\nShares (increased, proportionately, in the event of any stock split or stock\ndividend with respect to the Shares). If an Option is in tandem with an SAR,\nsuch that the exercise of the Option or SAR with respect to a Share cancels the\ntandem SAR or Option right, respectively, with respect to each Share, the tandem\nOption and SAR\n\n \nrights with respect to each Share shall be counted as covering but one Share for\npurposes of the Maximum Annual Participant Award.\n\n     6.   Options.\n\n          (a)  Each Option shall be designated in the written or electronic\noption agreement as either an Incentive Stock Option or a Nonqualified Stock\nOption. However, notwithstanding such designations, to the extent that the\naggregate fair market value of the Shares with respect to which Options\ndesignated as Incentive Stock Options are exercisable for the first time by any\nEmployee during any calendar year (under all plans of the Company) exceeds\n$100,000, such Options shall be treated as Nonqualified Stock Options.\n\n          (b)  For purposes of Section 6(a), Options shall be taken into account\nin the order in which they were granted, and the fair market value of the Shares\nshall be determined as of the time the Option with respect to such Shares is\ngranted.\n\n          (c)  Options converted or substituted under the Plan for any or all\noutstanding stock options and stock appreciation rights held by employees,\nconsultants, advisors or other option holders granted by entities subsequently\nacquired by the Company (\"Conversion Options\") shall be effective as of the\nclose of the respective mergers and acquisitions of such entities by the\nCompany. The Conversion Options may be Incentive Stock Options or Nonqualified\nStock Options, as determined by the Committee; provided, however, that stock\nappreciation rights in the acquired entity shall only be converted to or\nsubstituted with Nonqualified Stock Options. The Conversion Options shall be\noptions to purchase the number of Common Shares determined by multiplying the\nnumber of shares of the acquired entity's common stock underlying each such\nstock option or stock appreciation right immediately prior to the closing of\nsuch merger or acquisition by the number specified in the applicable merger or\nacquisition agreement for conversion of each share of such entity's common stock\nto a Common Share (the \"Merger Ratio\"). Such Conversion Options shall be\nexercisable at an exercise price per Common Share (increased to the nearest\nwhole cent) equal to the exercise price per share of the acquired entity's\ncommon stock under each such stock option or stock appreciation right\nimmediately prior to closing divided by the Merger Ratio. No fractional Common\nShares will be issued upon exercise of Conversion Options. In lieu of such\nissuance, the Common Shares issued pursuant to each such exercise shall be\nrounded to the closest whole Share. All other terms and conditions applicable to\nsuch stock options and stock appreciation rights prior to closing of the\nacquisition, including vesting, shall remain unchanged under the Conversion\nOptions.\n\n     7.   Stock Awards.\n\n          (a)  Stock Awards may be granted either alone, in addition to, or in\ntandem with other Awards granted under the Plan. The maximum aggregate number of\nShares underlying all such Stock Awards shall not exceed 25,000,000 Common\nShares (increased, proportionately, in the event of any stock split or stock\ndividend with respect to the Shares). Any Stock Award granted to an Employee who\nis non-exempt for purposes of the FLSA shall include a vesting period of not\nless than six (6) months. After the Committee determines that it will offer a\nStock Award, it will advise the Awardee in writing or electronically, by means\nof an Award Agreement, of the terms, conditions and restrictions, including\nvesting, if any, related to the offer, including the number of Shares that the\nAwardee shall be entitled to receive or purchase, the price to be paid, if any,\nand, if applicable, the time within which the Awardee must accept the offer. The\noffer shall be accepted by execution of an Award Agreement in the manner\ndetermined by the Committee.\n\n          (b)  Unless the Committee determines otherwise, the Award Agreement\nshall provide for the forfeiture of the non-vested Common Shares underlying such\nStock Award upon the Awardee ceasing to be a Participant. To the extent that the\nAwardee purchased the Shares granted under such Stock Award and any such Shares\nremain non-vested at the time the Awardee ceases to be a Participant, the\ncessation of Participant status shall cause an immediate sale of such non-vested\nShares to the Company at the original price per Common Share paid by the\nAwardee.\n\n     8.   SARs.\n\n \n          (a)  The Committee shall have the full power and authority,\nexercisable in its sole discretion, to grant SARs to selected Awardees. The\nCommittee is authorized to grant both tandem stock appreciation rights (\"Tandem\nSARs\") and stand-alone stock appreciation rights (\"Stand-Alone SARs\") as\ndescribed below.\n\n          (b)  Tandem SARs.\n\n               (i)  Awardees may be granted a Tandem SAR, exercisable upon such\nterms and conditions as the Committee shall establish, to elect between the\nexercise of the underlying Section 6 Option for Common Shares or the surrender\nof the Option in exchange for a distribution from the Company in an amount equal\nto the excess of (A) the fair market value (on the Option surrender date) of the\nnumber of Shares in which the Awardee is at the time vested under the\nsurrendered Option (or surrendered portion thereof) over (B) the aggregate\nexercise price payable for such vested Shares.\n\n               (ii)  No such Option surrender shall be effective unless it is\napproved by the Committee, either at the time of the actual Option surrender or\nat any earlier time. If the surrender is so approved, then the distributions to\nwhich the Awardee shall become entitled under this Section 8(b) may be made in\nCommon Shares valued at fair market value on the Option surrender date, in cash,\nor partly in Shares and partly in cash, as the Committee shall deem appropriate.\n\n               (iii)  If the surrender of an Option is not approved by the\nCommittee, then the Awardee shall retain whatever rights he or she had under the\nsurrendered Option (or surrendered portion thereof) on the Option surrender date\nand may exercise such rights at any time prior to the later of (A) five (5)\nbusiness days after the receipt of the rejection notice or (B) the last day on\nwhich the Option is otherwise exercisable in accordance with the terms of the\ninstrument evidencing such Option, but in no event may such rights be exercised\nmore than ten (10) years after the date of the Option grant.\n\n          (c)  Stand-Alone SARs.\n\n               (i)  An Awardee may be granted a Stand-Alone SAR not tied to any\nunderlying Option under Section 6 of the Plan. The Stand-Alone SAR shall cover a\nspecified number of Common Shares and shall be exercisable upon such terms and\nconditions as the Committee shall establish. Upon exercise of the Stand-Alone\nSAR, the holder shall be entitled to receive a distribution from the Company in\nan amount equal to the excess of (A) the aggregate fair market value (on the\nexercise date) of the Common Shares underlying the exercised right over (B) the\naggregate base price in effect for those Shares.\n\n               (ii)  The number of Common Shares underlying each Stand-Alone SAR\nand the base price in effect for those Shares shall be determined by the\nCommittee at the time the Stand-Alone SAR is granted. In no event, however, may\nthe base price per Share be less than the fair market value per underlying\nCommon Share on the grant date.\n\n               (iii)  The distribution with respect to an exercised Stand-Alone\nSAR may be made in Common Shares valued at fair market value on the exercise\ndate, in cash, or partly in Shares and partly in cash, as the Committee shall\ndeem appropriate.\n\n          (d)  The Common Shares underlying any SARs exercised under this\nSection 8 shall not be available for subsequent issuance under the Plan.\n\n     9.   Term of Plan.  The Plan shall become effective as of the Effective\nDate. It shall continue in effect until terminated under Section 17 of the Plan.\n\n     10.  Term of Award.  The term of each Award shall be no more than ten (10)\nyears from the date of grant. However, in the case of an Incentive Stock Option\ngranted to a Participant who, at the time the Option is granted, owns Shares\nrepresenting more than ten percent (10%) of the voting power of all classes of\n\n \nshares of the Company or any Parent or Subsidiary, the term of the Option shall\nbe no more than five (5) years from the date of grant.\n\n     11.  Exercise Price and Consideration.\n\n          (a)  The per Share exercise price under each Award shall be such price\nas is determined by the Board, subject to the following:\n\n               (i)  In the case of an Incentive Stock Option\n\n                    (A)  granted to an Employee who, at the time of the grant of\nsuch Incentive Stock Option, owns shares representing more than ten percent\n(10%) of the voting power of all classes of shares of the Company or any Parent\nor Subsidiary, the per Share exercise price shall be no less than 110% of the\nfair market value per Share on the date of grant.\n\n                    (B)  granted to any other Employee, the per Share exercise\nprice shall be no less than 100% of the fair market value per Share on the date\nof grant.\n\n               (ii)  Except for Conversion Options under Section 6(c), the per\nShare exercise price under a Nonqualified Stock Option or SAR shall be no less\nthan seventy-five percent (75%) of the fair market value per Share on the date\nof grant. Notwithstanding the foregoing (or any other provision of the Plan),\nOptions and SARs that are granted to Employees who are non-exempt for purposes\nof the FLSA, shall satisfy the requirements for exclusion from regular rate of\npay for purposes of the FLSA and shall have an exercise price that is at least\neighty-five percent (85%) of the fair market value of the underlying Shares at\nthe time of grant; furthermore, such Options or SARs shall not be exercisable\nwithin the six (6) month period immediately following the date of grant, except,\nif so provided in the Award Agreement, in the event of the Awardee's death,\ndisability, or retirement, upon a change in corporate control of the Company, or\nunder such other circumstances as are permitted under the FLSA or rules and\nregulations thereunder.\n\n               (iii)  The maximum aggregate number of Shares underlying all\nNonqualified Stock Options and SARs with a per Share exercise price of less than\nfair market value on any grant date that may be granted under this Plan is\n25,000,000 Shares (increased, proportionately, in the event of any stock split\nor stock dividend with respect to the Shares).\n\n               (iv)  The maximum aggregate number of Shares underlying all Stock\nAwards with a per Share price of less than fair market value on any grant date\nthat may be granted under this Plan is 25,000,000 Shares (increased,\nproportionately, in the event of any stock split or stock dividend with respect\nto the Shares).\n\n          (b)  The fair market value per Share shall be the closing price per\nshare of the Common Share on the Nasdaq Stock Market (\"Nasdaq\") on the date of\ngrant. If the Shares cease to be listed on Nasdaq, the Board shall designate an\nalternative method of determining the fair market value of the Shares.\n\n          (c)  The consideration to be paid for the Shares to be issued upon\nexercise of an Award, including the method of payment, shall be determined by\nthe Board at the time of grant and may consist of cash and\/or check. Payment may\nalso be made by delivering a properly executed exercise notice together with\nirrevocable instructions to a broker to promptly deliver to the Company the\namount of sale proceeds necessary to pay the exercise price. If the Awardee is\nan officer of the Company within the meaning of Section 16 of the Exchange Act,\nhe may, in addition, be allowed to pay all or part of the purchase price with\nShares which, as of the exercise date, the officer has owned for six (6) months\nor more. If the Awardee is a participant in the 1998 Microsoft Corporation Stock\nOption Gain And Bonus Deferral Program, he may in addition be allowed to pay all\nor part of the purchase price of any deferred Option with Shares. Shares used by\nofficers to pay the exercise price shall be valued at their fair market value on\nthe exercise date.\n\n          (d)  Prior to issuance of the Shares upon exercise of an Award, the\nAwardee shall pay any federal, state, and local income and employment tax\n\n \nwithholding obligations applicable to such Award. If an Awardee is an officer of\nthe Company within the meaning of Section 16 of the Exchange Act, he may elect\nto pay such withholding tax obligations by having the Company withhold Shares\nhaving a value equal to the amount required to be withheld. The value of the\nShares to be withheld shall equal the fair market value of the Shares on the day\nthe Award is exercised. The right of an officer to dispose of Shares to the\nCompany in satisfaction of withholding tax obligations shall be deemed to be\napproved as part of the initial grant of an Award, unless thereafter rescinded,\nand shall otherwise be made in compliance with Rule 16b-3 and other applicable\nregulations.\n\n     12.  Exercise of Award.\n\n          (a)  Procedure for Exercise; Rights as a Shareholder. Any Award\ngranted hereunder shall be exercisable at such times and under such conditions\nas determined by the Board at the time of grant, and as shall be permissible\nunder the terms of the Plan.\n\n          An Award may not be exercised for a fraction of a Share.\n\n          An Award shall be deemed to be exercised when written or electronic\nnotice of such exercise has been given to the Company in accordance with the\nterms of the Award by the person entitled to exercise the Award and full payment\nfor the Shares with respect to which the Award is exercised has been received by\nthe Company. Full payment may, as authorized by the Board, consist of any\nconsideration and method of payment allowable under Section 11(c) of the Plan.\nUntil the issuance (as evidenced by the appropriate entry on the books of the\nCompany or of a duly authorized transfer agent of the Company) of the share\ncertificate evidencing such Shares, no right to vote or receive dividends or any\nother rights as a shareholder shall exist with respect to the Shares subject to\nthe Award, notwithstanding the exercise of the Award. The Company shall issue\n(or cause to be issued) such share certificate promptly upon exercise of the\nAward. In the event that the exercise of an Award is treated in part as the\nexercise of an Incentive Stock Option and in part as the exercise of a\nNonqualified Stock Option pursuant to Section 6(a), the Company shall issue a\nshare certificate evidencing the Shares treated as acquired upon the exercise of\nan Incentive Stock Option and a separate share certificate evidencing the Shares\ntreated as acquired upon the exercise of a Nonqualified Stock Option, and shall\nidentify each such certificate accordingly in its share transfer records. No\nadjustment will be made for a dividend or other right for which the record date\nis prior to the date the share certificate is issued, except as provided in\nSection 14 of the Plan.\n\n          Exercise of an Award in any manner and delivery of the Shares subject\nto such Award shall result in a decrease in the number of Shares which\nthereafter may be available, both for purposes of the Plan and for sale under\nthe Award, by the number of Shares as to which the Award is exercised.\n\n          (b)  Termination of Status as a Participant.  In the event of\ntermination of an Awardee's Continuous Status as a Participant, such Awardee may\nexercise his or her rights under any outstanding Awards to the extent\nexercisable on the date of termination (but in no event later than the date of\nexpiration of the term of such Award as set forth in the Award Agreement). To\nthe extent that the Awardee was not entitled to exercise his or her rights under\nsuch Awards at the date of such termination, or does not exercise such rights\nwithin the time specified in the individual Award Agreements, the Awards shall\nterminate.\n\n          (c)  Disability of Awardee.  Notwithstanding the provisions of Section\n12(b) above, in the event of termination of an Awardee's Continuous Status as a\nParticipant as a result of total and permanent disability (i.e., the inability\nto engage in any substantial gainful activity by reason of any medically\ndeterminable physical or mental impairment which can be expected to result in\ndeath or which has lasted or can be expected to last for a continuous period of\ntwelve (12) months), the Awardee may exercise the Award, but only to the extent\nof the right to exercise that would have accrued had the Awardee remained in\nContinuous Status as a Participant for a period of twelve (12) months after the\ndate on which the Participant ceased\n\n \nperforming services as a result of the total and permanent disability. Such\nexercise must occur within eighteen (18) months (or such shorter time as is\nspecified in the grant) from the date on which the Participant ceased performing\nservices as a result of the total and permanent disability (but in no event\nlater than the date of expiration of the term of such Award as set forth in the\nAward Agreement). To the extent that the Awardee was not entitled to exercise\nsuch Award within the time specified herein, the Award shall terminate.\n\n          (d)  Death of Awardee.  Notwithstanding the provisions of Section\n12(b) above, in the event of the death of an Awardee:\n\n               (i)  who is at the time of death a Participant, the Award may be\nexercised, at any time within twelve (12) months following the date of death, by\nthe Awardee's estate or by a person who acquired the right to exercise the Award\nby bequest or inheritance, but only to the extent of the right to exercise that\nwould have accrued had the Awardee continued living and remained in Continuous\nStatus as a Participant twelve (12) months after the date of death; or\n\n               (ii)  whose Award has not yet expired but whose Continuous Status\nas a Participant terminated prior to the date of death, the Award may be\nexercised, at any time within twelve (12) months following the date of death, by\nthe Awardee's estate or by a person who acquired the right to exercise the Award\nby bequest or inheritance, but only to the extent of the right to exercise that\nhad accrued at the date of termination.\n\n          (e)  Notwithstanding subsections (b), (c), and (d) above, the Board\nshall have the authority to extend the expiration date of any outstanding option\nin circumstances in which it deems such action to be appropriate (provided that\nno such extension shall extend the term of an Award beyond the date on which the\nAward would have expired if no termination of the Employee's Continuous Status\nas a Participant had occurred).\n\n     13.  Non-Transferability of Awards.  An Award may not be sold, pledged,\nassigned, hypothecated, transferred, or disposed of in any manner other than by\nwill or by the laws of descent or distribution and may be exercised, during the\nlifetime of the Awardee, only by the Awardee; provided that the Board may permit\nfurther transferability, on a general or specific basis, and may impose\nconditions and limitations on any permitted transferability.\n\n     14.  Adjustments to Shares Subject to the Plan.\n\n          The number of Shares covered by each outstanding Award, the Maximum\nAnnual Employee Award and the number of Shares which have been authorized for\nissuance under the Plan but as to which no Awards have yet been granted or which\nhave been returned to the Plan upon cancellation or expiration of an Award, as\nwell as the price per Share covered by each such outstanding Award, shall be\nproportionately adjusted for any increase or decrease in the number of issued\nShares resulting from a stock split, reverse stock split, stock dividend,\ncombination, or reclassification of the Shares, or any other increase or\ndecrease in the number of issued Shares effected without receipt of\nconsideration by the Company; provided, however, that conversion of any\nconvertible securities of the Company shall not be deemed to have been \"effected\nwithout receipt of consideration.\" Such adjustment shall be made by the Board,\nwhose determination in that respect shall be final, binding, and conclusive.\nExcept as expressly provided herein, no issuance by the Company of shares of any\nclass, or securities convertible into shares of any class, shall affect, and no\nadjustment by reason thereof shall be made with respect to, the number or price\nof Shares subject to an Award.\n\n          In the event of the proposed dissolution or liquidation of the\nCompany, the Award will terminate immediately prior to the consummation of such\nproposed action, unless otherwise provided by the Board. The Board may, in the\nexercise of its sole discretion in such instances, declare that any Award shall\nterminate as of a date fixed by the Board and give each Awardee the right to\nexercise an Award as to all or any part of the Shares subject to an Award,\nincluding Shares as to which the Award would not otherwise be exercisable. In\nthe event of a proposed sale of all or substantially all of the assets of the\nCompany, or the merger of the Company with or into another corporation, each\nAward shall be assumed or an equivalent award shall be substituted by such\nsuccessor corporation or a parent or subsidiary of such successor corporation,\nunless such successor corporation does not agree to assume the Award or to\nsubstitute an equivalent award,\n\n \nin which case the Board shall, in lieu of such assumption or substitution,\nprovide for the Awardee to have the right to exercise the Award as to all of the\nShares subject to Awards, including Shares as to which the Award would not\notherwise be exercisable. If the Board makes an Award fully exercisable in lieu\nof assumption or substitution in the event of a merger or sale of assets, the\nBoard shall notify the Awardee that the Award shall be fully exercisable for a\nperiod of fifteen (15) days from the date of such notice, and the Award will\nterminate upon the expiration of such period.\n\n     15.  Time of Granting Awards.  The date of grant of an Award shall, for all\npurposes, be the date on which the Company completes the corporate action\nrelating to the grant of such Award and all conditions to the grant have been\nsatisfied, provided that conditions to the exercise of an Award shall not defer\nthe date of grant. Notice of a grant shall be given to each Participant to whom\nan Award is so granted within a reasonable time after the determination has been\nmade.\n\n     16.  Substitutions and Assumptions.  The Board shall have the right to\nsubstitute or assume Awards in connection with mergers, reorganizations,\nseparations, or other transactions to which Section 424(a) of the Code applies,\nprovided such substitutions and assumptions are permitted by Section 424 of the\nCode and the regulations promulgated thereunder. The number of Shares reserved\npursuant to Section 3 may be increased by the corresponding number of Awards\nassumed and, in the case of a substitution, by the net increase in the number of\nShares subject to Awards before and after the substitution.\n\n     17.  Amendment and Termination of the Plan.\n\n          (a)  Amendment and Termination.  The Board may amend or terminate the\nPlan from time to time in such respects as the Board may deem advisable\n(including, but not limited to amendments which the Board deems appropriate to\nenhance the Company's ability to claim deductions related to stock option\nexercises); provided that any increase in the number of Shares subject to the\nPlan, other than in connection with an adjustment under Section 14 of the Plan,\nshall require approval of or ratification by the shareholders of the Company.\n\n          (b)  Participants in Foreign Countries.  The Board shall have the\nauthority to adopt such modifications, procedures, and subplans as may be\nnecessary or desirable to comply with provisions of the laws of foreign\ncountries in which the Company or its Subsidiaries may operate to assure the\nviability of the benefits from Awards granted to Participants performing\nservices in such countries and to meet the objectives of the Plan.\n\n          (c)  Effect of Amendment or Termination.  Any such amendment or\ntermination of the Plan shall not affect Awards already granted and such Awards\nshall remain in full force and effect as if this Plan had not been amended or\nterminated, unless mutually agreed otherwise between the Awardee and the Board,\nwhich agreement must be in writing and signed by the Awardee and the Company.\n\n     18.  Conditions Upon Issuance of Shares.  Shares shall not be issued\npursuant to the exercise of an Award unless the exercise of such Award and the\nissuance and delivery of such Shares pursuant thereto shall comply with all\nrelevant provisions of law, including, without limitation, the Securities Act of\n1933, as amended, the Exchange Act, the rules and regulations promulgated\nthereunder, and the requirements of any stock exchange upon which the Shares may\nthen be listed, and shall be further subject to the approval of counsel for the\nCompany with respect to such compliance.\n\n     19.  Reservation of Shares.  The Company, during the term of this Plan,\nwill at all times reserve and keep available such number of Shares as shall be\nsufficient to satisfy the requirements of the Plan.\n\n     20.  No Employment\/Service Rights.  Nothing in the Plan shall confer upon\nany Participant the right to an Award or to continue in service as an Employee\nor Consultant for any period of specific duration, or interfere with or\notherwise restrict in any way the rights of the Company (or any Parent or\nSubsidiary employing or retaining such person), or of any Participant or\nAwardee, which rights are hereby\n\n \nexpressly reserved by each, to terminate such person's services at any time for\nany reason, with or without cause.\n\n     21.  Shareholder Approval.  The Plan, as amended, is subject to approval by\nthe shareholders of the Company at the Annual Meeting of Shareholders to be held\non November 9, 2000.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8221],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9545],"class_list":["post-38438","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-microsoft-corp","corporate_contracts_industries-technology__software","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\/38438","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=38438"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38438"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38438"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38438"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}