{"id":38543,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/beaumaris-networks-2009-stock-incentive-plan-cisco.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"beaumaris-networks-2009-stock-incentive-plan-cisco","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/beaumaris-networks-2009-stock-incentive-plan-cisco.html","title":{"rendered":"Beaumaris Networks 2009 Stock Incentive Plan – Cisco"},"content":{"rendered":"

BEAUMARIS NETWORKS, INC. <\/strong><\/p>\n

2009 STOCK PLAN <\/strong><\/p>\n

ADOPTED ON APRIL 15, 2009 <\/strong><\/p>\n

\n

TABLE OF CONTENTS <\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\nPage<\/strong><\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 1.<\/p>\n<\/td>\n

<\/td>\n\n

Establishment and Purpose<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 2.<\/p>\n<\/td>\n

<\/td>\n\n

Administration<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Committees of the Board of Directors<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Authority of the Board of Directors<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 3.<\/p>\n<\/td>\n

<\/td>\n\n

Eligibility<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

General Rule<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Ten-Percent Stockholders<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 4.<\/p>\n<\/td>\n

<\/td>\n\n

Stock Subject to Plan<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Basic Limitation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Additional Shares<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.<\/p>\n<\/td>\n

<\/td>\n\n

Terms and Conditions of Awards or Sales<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Stock Purchase Agreement<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Duration of Offers and Nontransferability of Rights<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Purchase Price<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Withholding Taxes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(e)<\/p>\n<\/td>\n

<\/td>\n\n

Restrictions on Transfer of Shares<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 6.<\/p>\n<\/td>\n

<\/td>\n\n

Terms and Conditions of Options<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Stock Option Agreement<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Number of Shares<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Exercise Price<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Exercisability<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(e)<\/p>\n<\/td>\n

<\/td>\n\n

Term<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(f)<\/p>\n<\/td>\n

<\/td>\n\n

Restrictions on Transfer of Shares<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(g)<\/p>\n<\/td>\n

<\/td>\n\n

Transferability of Options<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(h)<\/p>\n<\/td>\n

<\/td>\n\n

Withholding Taxes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

No Rights as a Stockholder<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(j)<\/p>\n<\/td>\n

<\/td>\n\n

Modification, Extension and Assumption of Options<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 7.<\/p>\n<\/td>\n

<\/td>\n\n

Payment for Shares<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

General Rule<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Services Rendered<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Promissory Note<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Surrender of Stock<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(e)<\/p>\n<\/td>\n

<\/td>\n\n

Exercise\/Sale<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(f)<\/p>\n<\/td>\n

<\/td>\n\n

Other Forms of Payment<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 8.<\/p>\n<\/td>\n

<\/td>\n\n

Adjustment of Shares<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

General<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Mergers and Consolidations<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

i<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 9.<\/p>\n<\/td>\n

<\/td>\n\n

Securities Law Requirements<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 10.<\/p>\n<\/td>\n

<\/td>\n\n

No Retention Rights<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 11.<\/p>\n<\/td>\n

<\/td>\n\n

Duration and Amendments<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Term of the Plan<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Right to Amend or Terminate the Plan<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Effect of Amendment or Termination<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 12.<\/p>\n<\/td>\n

<\/td>\n\n

Definitions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ii<\/p>\n

\n

BEAUMARIS NETWORKS, INC. 2009 STOCK PLAN <\/strong>\n<\/p>\n

SECTION 1. ESTABLISHMENT AND PURPOSE. <\/strong><\/p>\n

The purpose of the Plan is to offer selected persons an opportunity to
\nacquire a proprietary interest in the success of the Company, or to increase
\nsuch interest, by purchasing Shares of the Company153s Stock. The Plan provides
\nboth for the direct award or sale of Shares and for the grant of Options to
\npurchase Shares. Options granted under the Plan may include Nonstatutory Options
\nas well as ISOs intended to qualify under Section 422 of the Code.<\/p>\n

Capitalized terms are defined in Section 12.<\/p>\n

SECTION 2. ADMINISTRATION. <\/strong><\/p>\n

(a)<\/strong> Committees of the Board of Directors<\/strong>.
\nThe Plan may be administered by one or more Committees. Each Committee shall
\nconsist of one or more members of the Board of Directors who have been appointed
\nby the Board of Directors. Each Committee shall have such authority and be
\nresponsible for such functions as the Board of Directors has assigned to it. If
\nno Committee has been appointed, the entire Board of Directors shall administer
\nthe Plan. Any reference to the Board of Directors in the Plan shall be construed
\nas a reference to the Committee (if any) to whom the Board of Directors has
\nassigned a particular function.<\/p>\n

(b)<\/strong> Authority of the Board of Directors<\/strong>.
\nSubject to the provisions of the Plan, the Board of Directors shall have full
\nauthority and discretion to take any actions it deems necessary or advisable for
\nthe administration of the Plan. All decisions, interpretations and other actions
\nof the Board of Directors shall be final and binding on all Purchasers, all
\nOptionees and all persons deriving their rights from a Purchaser or Optionee.\n<\/p>\n

SECTION 3. ELIGIBILITY. <\/strong><\/p>\n

(a) General Rule<\/strong>. Only Employees, Outside Directors and
\nConsultants shall be eligible for the grant of Nonstatutory Options or the
\ndirect award or sale of Shares. Only Employees shall be eligible for the grant
\nof ISOs.<\/p>\n

(b) Ten-Percent Stockholders<\/strong>. A person who owns more than
\n10% of the total combined voting power of all classes of outstanding stock of
\nthe Company, its Parent or any of its Subsidiaries shall not be eligible for the
\ngrant of an ISO unless (i) the Exercise Price is at least 110% of the Fair
\nMarket Value of a Share on the date of grant and (ii) such ISO by its terms is
\nnot exercisable after the expiration of five years from the date of grant. For
\npurposes of this Subsection (b), in determining stock ownership, the attribution
\nrules of Section 424(d) of the Code shall be applied.<\/p>\n

\n

SECTION 4. STOCK SUBJECT TO PLAN. <\/strong><\/p>\n

(a) Basic Limitation<\/strong>. Not more than 2,436,667 Shares may be
\nissued under the Plan (subject to Subsection (b) below and Section 8). All of
\nthese Shares may be issued upon the exercise of ISOs. The number of Shares that
\nare subject to Options or other rights outstanding at any time under the Plan
\nshall not exceed the number of Shares that then remain available for issuance
\nunder the Plan. The Company, during the term of the Plan, shall at all times
\nreserve and keep available sufficient Shares to satisfy the requirements of the
\nPlan. Shares offered under the Plan may be authorized but unissued Shares or
\ntreasury Shares.<\/p>\n

(b) Additional Shares<\/strong>. In the event that Shares previously
\nissued under the Plan are reacquired by the Company, such Shares shall be added
\nto the number of Shares then available for issuance under the Plan. In the event
\nthat an outstanding Option or other right for any reason expires or is canceled,
\nthe Shares allocable to the unexercised portion of such Option or other right
\nshall be added to the number of Shares then available for issuance under the
\nPlan.<\/p>\n

SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES. <\/strong><\/p>\n

(a) Stock Purchase Agreement<\/strong>. Each award or sale of Shares
\nunder the Plan (other than upon exercise of an Option) shall be evidenced by a
\nStock Purchase Agreement between the Purchaser and the Company. Such award or
\nsale shall be subject to all applicable terms and conditions of the Plan and may
\nbe subject to any other terms and conditions which are not inconsistent with the
\nPlan and which the Board of Directors deems appropriate for inclusion in a Stock
\nPurchase Agreement. The provisions of the various Stock Purchase Agreements
\nentered into under the Plan need not be identical.<\/p>\n

(b) Duration of Offers and Nontransferability of Rights<\/strong>. Any
\nright to acquire Shares under the Plan (other than an Option) shall
\nautomatically expire if not exercised by the Purchaser within 30 days after the
\ngrant of such right was communicated to the Purchaser by the Company. Such right
\nshall not be transferable and shall be exercisable only by the Purchaser to whom
\nsuch right was granted.<\/p>\n

(c) Purchase Price<\/strong>. The Purchase Price of Shares to be
\noffered under the Plan, if newly issued, shall not be less than the par value of
\nsuch Shares. Subject to the preceding sentence, the Board of Directors shall
\ndetermine the Purchase Price at its sole discretion. The Purchase Price shall be
\npayable in a form described in Section 7.<\/p>\n

(d) Withholding Taxes<\/strong>. As a condition to the purchase of
\nShares, the Purchaser shall make such arrangements as the Board of Directors may
\nrequire for the satisfaction of any federal, state, local or foreign withholding
\ntax obligations that may arise in connection with such purchase.<\/p>\n

(e) Restrictions on Transfer of Shares<\/strong>. Any Shares awarded
\nor sold under the Plan shall be subject to such special forfeiture conditions,
\nrights of repurchase, rights of first refusal and other transfer restrictions as
\nthe Board of Directors may determine. Such restrictions shall be set forth in
\nthe applicable Stock Purchase Agreement and shall apply in addition to any
\nrestrictions that may apply to holders of Shares generally. A Stock Purchase
\nAgreement may<\/p>\n<\/p>\n

2<\/p>\n

\n

provide for accelerated vesting in the event of the Purchaser153s death,
\ndisability or retirement or other events.<\/p>\n

SECTION 6. TERMS AND CONDITIONS OF OPTIONS. <\/strong><\/p>\n

(a) Stock Option Agreement<\/strong>. Each grant of an Option under
\nthe Plan shall be evidenced by a Stock Option Agreement between the Optionee and
\nthe Company. Such Option shall be subject to all applicable terms and conditions
\nof the Plan and may be subject to any other terms and conditions which are not
\ninconsistent with the Plan and which the Board of Directors deems appropriate
\nfor inclusion in a Stock Option Agreement. The provisions of the various Stock
\nOption Agreements entered into under the Plan need not be identical.<\/p>\n

(b) Number of Shares<\/strong>. Each Stock Option Agreement shall
\nspecify the number of Shares that are subject to the Option and shall provide
\nfor the adjustment of such number in accordance with Section 8. The Stock Option
\nAgreement shall also specify whether the Option is an ISO or a Nonstatutory
\nOption.<\/p>\n

(c) Exercise Price<\/strong>. Each Stock Option Agreement shall
\nspecify the Exercise Price. The Exercise Price of any Option shall not be less
\nthan 100% of the Fair Market Value of a Share on the date of grant, and a higher
\npercentage may be required by Section 3(b). Subject to the preceding sentence,
\nthe Exercise Price shall be determined by the Board of Directors at its sole
\ndiscretion. The Exercise Price shall be payable in a form described in Section
\n7.<\/p>\n

(d) Exercisability<\/strong>. Each Stock Option Agreement shall
\nspecify the date when all or any installment of the Option is to become
\nexercisable. No Option shall be exercisable unless the Optionee (i) has
\ndelivered an executed copy of the Stock Option Agreement to the Company or (ii)
\notherwise agrees to be bound by the terms of the Stock Option Agreement. The
\nBoard of Directors shall determine the exercisability provisions of any Stock
\nOption Agreement at its sole discretion. All of an Optionee153s Options shall
\nbecome exercisable in full if Section 8(b)(iv) applies.<\/p>\n

(e) Term<\/strong>. The Stock Option Agreement shall specify the term
\nof the Option. The term shall not exceed 10 years from the date of grant, and in
\nthe case of an ISO a shorter term may be required by Section 3(b). Subject to
\nthe preceding sentence, the Board of Directors at its sole discretion shall
\ndetermine when an Option is to expire. A Stock Option Agreement may provide for
\nexpiration prior to the end of its term in the event of the termination of the
\nOptionee153s Service or death.<\/p>\n

(f) Restrictions on Transfer of Shares<\/strong>. Any Shares issued
\nupon exercise of an Option shall be subject to such special forfeiture
\nconditions, rights of repurchase, rights of first refusal and other transfer
\nrestrictions as the Board of Directors may determine. Such restrictions shall be
\nset forth in the applicable Stock Option Agreement and shall apply in addition
\nto any restrictions that may apply to holders of Shares generally.<\/p>\n

(g) Transferability of Options<\/strong>. An Option shall be
\ntransferable by the Optionee only by (i) a beneficiary designation, (ii) a will
\nor (iii) the laws of descent and distribution, except as provided in the next
\nsentence. If the applicable Stock Option Agreement<\/p>\n<\/p>\n

3<\/p>\n

\n

so provides, a Nonstatutory Option shall also be transferable by gift or
\ndomestic relations order to a Family Member of the Optionee. An ISO may be
\nexercised during the lifetime of the Optionee only by the Optionee or by the
\nOptionee153s guardian or legal representative.<\/p>\n

(h) Withholding Taxes<\/strong>. As a condition to the exercise of an
\nOption, the Optionee shall make such arrangements as the Board of Directors may
\nrequire for the satisfaction of any federal, state, local or foreign withholding
\ntax obligations that may arise in connection with such exercise. The Optionee
\nshall also make such arrangements as the Board of Directors may require for the
\nsatisfaction of any federal, state, local or foreign withholding tax obligations
\nthat may arise in connection with the disposition of Shares acquired by
\nexercising an Option.<\/p>\n

(i) No Rights as a Stockholder<\/strong>. An Optionee, or a transferee
\nof an Optionee, shall have no rights as a stockholder with respect to any Shares
\ncovered by the Optionee153s Option until such person becomes entitled to receive
\nsuch Shares by filing a notice of exercise and paying the Exercise Price
\npursuant to the terms of such Option.<\/p>\n

(j) Modification, Extension and Assumption of Options<\/strong>.
\nWithin the limitations of the Plan, the Board of Directors may modify, extend or
\nassume outstanding Options or may accept the cancellation of outstanding Options
\n(whether granted by the Company or another issuer) in return for the grant of
\nnew Options for the same or a different number of Shares and at the same or a
\ndifferent Exercise Price. The foregoing notwithstanding, no modification of an
\nOption shall, without the consent of the Optionee, impair the Optionee153s rights
\nor increase the Optionee153s obligations under such Option.<\/p>\n

SECTION 7. PAYMENT FOR SHARES. <\/strong><\/p>\n

(a) General Rule<\/strong>. The entire Purchase Price or Exercise
\nPrice of Shares issued under the Plan shall be payable in cash or cash
\nequivalents at the time when such Shares are purchased, except as otherwise
\nprovided in this Section 7.<\/p>\n

(b) Services Rendered<\/strong>. At the discretion of the Board of
\nDirectors, Shares may be awarded under the Plan in consideration of services
\nrendered to the Company, a Parent or a Subsidiary prior to the award.<\/p>\n

(c) Promissory Note<\/strong>. At the discretion of the Board of
\nDirectors, all or a portion of the Purchase Price or Exercise Price (as the case
\nmay be) of Shares issued under the Plan may be paid with a full-recourse
\npromissory note. The Shares shall be pledged as security for payment of the
\nprincipal amount of the promissory note and interest thereon. The interest rate
\npayable under the terms of the promissory note shall not be less than the
\nminimum rate (if any) required to avoid the imputation of additional interest
\nunder the Code. Subject to the foregoing, the Board of Directors (at its sole
\ndiscretion) shall specify the term, interest rate, amortization requirements (if
\nany) and other provisions of such note.<\/p>\n

(d) Surrender of Stock<\/strong>. At the discretion of the Board of
\nDirectors, all or any part of the Exercise Price may be paid by surrendering, or
\nattesting to the ownership of, Shares that are already owned by the Optionee.
\nSuch Shares shall be surrendered to the<\/p>\n<\/p>\n

4<\/p>\n

\n

Company in good form for transfer and shall be valued at their Fair Market
\nValue as of the date when the Option is exercised.<\/p>\n

(e) Exercise\/Sale<\/strong>. To the extent that a Stock Option
\nAgreement so provides, and if Stock is publicly traded, all or part of the
\nExercise Price and any withholding taxes may be paid by the delivery (on a form
\nprescribed by the Company) of an irrevocable direction to a securities broker
\napproved by the Company to sell Shares and to deliver all or part of the sales
\nproceeds to the Company.<\/p>\n

(f) Other Forms of Payment<\/strong>. To the extent that a Stock
\nPurchase Agreement or Stock Option Agreement so provides, the Purchase Price or
\nExercise Price of Shares issued under the Plan may be paid in any other form
\npermitted by the Delaware General Corporation Law, as amended.<\/p>\n

SECTION 8. ADJUSTMENT OF SHARES. <\/strong><\/p>\n

(a) General<\/strong>. In the event of a subdivision of the
\noutstanding Stock, a declaration of a dividend payable in Shares, a combination
\nor consolidation of the outstanding Stock into a lesser number of Shares, a
\nreclassification, or any other increase or decrease in the number of issued
\nshares of Stock effected without receipt of consideration by the Company,
\nproportionate adjustments shall automatically be made in each of (i) the number
\nof Shares available for future grants under Section 4, (ii) the number of Shares
\ncovered by each outstanding Option and (iii) the Exercise Price under each
\noutstanding Option. In the event of a declaration of an extraordinary dividend
\npayable in a form other than Shares in an amount that has a material effect on
\nthe Fair Market Value of the Stock, a recapitalization, a spin-off, or a similar
\noccurrence, the Board of Directors at its sole discretion may make appropriate
\nadjustments in one or more of (i) the number of Shares available for future
\ngrants under Section 4, (ii) the number of Shares covered by each outstanding
\nOption or (iii) the Exercise Price under each outstanding Option.<\/p>\n

(b) Mergers and Consolidations<\/strong>. In the event that the
\nCompany is a party to a merger or consolidation, all outstanding Options shall
\nbe subject to the agreement of merger or consolidation. Such agreement shall
\nprovide for one or more of the following:<\/p>\n

(i) The continuation of such outstanding Options by the Company (if the
\nCompany is the surviving corporation).<\/p>\n

(ii) The assumption of such outstanding Options by the surviving corporation
\nor its parent in a manner that complies with Section 424(a) of the Code (whether
\nor not such Options are ISOs).<\/p>\n

(iii) The substitution by the surviving corporation or its parent of new
\noptions for such outstanding Options in a manner that complies with Section
\n424(a) of the Code (whether or not such Options are ISOs).<\/p>\n

(iv) Full exercisability of such outstanding Options and full vesting of the
\nShares subject to such Options, followed by the cancellation of such<\/p>\n<\/p>\n

5<\/p>\n

\n

Options. The full exercisability of such Options and full vesting of the
\nShares subject to such Options may be contingent on the closing of such merger
\nor consolidation. The Optionees shall be able to exercise such Options during a
\nperiod of not less than five full business days preceding the effective date of
\nsuch merger or consolidation, unless (A) a shorter period is required to permit
\na timely closing of such merger or consolidation and (B) such shorter period
\nstill offers the Optionees a reasonable opportunity to exercise such Options.
\nAny exercise of such Options during such period may be contingent on the closing
\nof such merger or consolidation.<\/p>\n

(v) The cancellation of such outstanding Options and a payment to the
\nOptionees equal to the excess of (A) the Fair Market Value of the Shares subject
\nto such Options (whether or not such Options are then exercisable or such Shares
\nare then vested) as of the effective date of such merger or consolidation over
\n(B) their Exercise Price. Such payment shall be made in the form of cash, cash
\nequivalents, or securities of the surviving corporation or its parent with a
\nFair Market Value equal to the required amount. Such payment may be made in
\ninstallments and may be deferred until the date or dates when such Options would
\nhave become exercisable or such Shares would have vested. Such payment may be
\nsubject to vesting based on the Optionee153s continuing Service, provided that the
\nvesting schedule shall not be less favorable to the Optionees than the schedule
\nunder which such Options would have become exercisable or such Shares would have
\nvested. If the Exercise Price of the Shares subject to such Options exceeds the
\nFair Market Value of such Shares, then such Options may be cancelled without
\nmaking a payment to the Optionees. For purposes of this Paragraph (v), the Fair
\nMarket Value of any security shall be determined without regard to any vesting
\nconditions that may apply to such security.<\/p>\n

SECTION 9. SECURITIES LAW REQUIREMENTS. <\/strong><\/p>\n

Shares shall not be issued under the Plan unless the issuance and delivery of
\nsuch Shares comply with (or are exempt from) all applicable requirements of law,
\nincluding (without limitation) the Securities Act of 1933, as amended, the rules
\nand regulations promulgated thereunder, state securities laws and regulations,
\nand the regulations of any stock exchange or other securities market on which
\nthe Company153s securities may then be traded.<\/p>\n

SECTION 10. NO RETENTION RIGHTS. <\/strong><\/p>\n

Nothing in the Plan or in any right or Option granted under the Plan shall
\nconfer upon the Purchaser or Optionee any right to continue in Service for any
\nperiod of specific duration or interfere with or otherwise restrict in any way
\nthe rights of the Company (or any Parent or Subsidiary employing or retaining
\nthe Purchaser or Optionee) or of the Purchaser or Optionee, which rights are
\nhereby expressly reserved by each, to terminate his or her Service at any time
\nand for any reason, with or without cause.<\/p>\n<\/p>\n

6<\/p>\n

\n

SECTION 11. DURATION AND AMENDMENTS. <\/strong><\/p>\n

(a) Term of the Plan.<\/strong> The Plan, as set forth herein, shall
\nbecome effective on the date of its adoption by the Board of Directors, subject
\nto the approval of the Company153s stockholders. If the stockholders fail to
\napprove the Plan within 12 months after its adoption by the Board of Directors,
\nthen any grants, exercises or sales that have already occurred under the Plan
\nshall be rescinded and no additional grants, exercises or sales shall thereafter
\nbe made under the Plan. The Plan shall terminate automatically 10 years after
\nthe later of (i) the date when the Board of Directors adopted the Plan or (ii)
\nthe date when the Board of Directors approved the most recent increase in the
\nnumber of Shares reserved under Section 4 that was also approved by the
\nCompany153s stockholders. The Plan may be terminated on any earlier date pursuant
\nto Subsection (b) below.<\/p>\n

(b)<\/strong> Right to Amend or Terminate the Plan.<\/strong>
\nThe Board of Directors may amend, suspend or terminate the Plan at any time and
\nfor any reason; provided, however, that any amendment of the Plan shall be
\nsubject to the approval of the Company153s stockholders if it (i) increases the
\nnumber of Shares available for issuance under the Plan (except as provided in
\nSection 8) or (ii) materially changes the class of persons who are eligible for
\nthe grant of ISOs. Stockholder approval shall not be required for any other
\namendment of the Plan. If the stockholders fail to approve an increase in the
\nnumber of Shares reserved under Section 4 within 12 months after its adoption by
\nthe Board of Directors, then any grants, exercises or sales that have already
\noccurred in reliance on such increase shall be rescinded and no additional
\ngrants, exercises or sales shall thereafter be made in reliance on such
\nincrease.<\/p>\n

(c) Effect of Amendment or Termination.<\/strong> No Shares shall be
\nissued or sold under the Plan after the termination thereof, except upon
\nexercise of an Option granted prior to such termination. The termination of the
\nPlan, or any amendment thereof, shall not affect any Share previously issued or
\nany Option previously granted under the Plan.<\/p>\n

SECTION 12. DEFINITIONS. <\/strong><\/p>\n

(a) “Board of Directors<\/strong>” shall mean the Board of Directors
\nof the Company, as constituted from time to time.<\/p>\n

(b) “Code<\/strong>” shall mean the Internal Revenue Code of 1986, as
\namended.<\/p>\n

(c) “Committee<\/strong>” shall mean a committee of the Board of
\nDirectors, as described in Section 2(a).<\/p>\n

(d) “Company<\/strong>” shall mean Beaumaris Networks, Inc., a
\nDelaware corporation.<\/p>\n

(e) “Consultant<\/strong>” shall mean a person who performs bona fide
\nservices for the Company, a Parent or a Subsidiary as a consultant or advisor,
\nexcluding Employees and Outside Directors.<\/p>\n<\/p>\n

7<\/p>\n

\n

(f) “Employee<\/strong>” shall mean any individual who is a common-law
\nemployee of the Company, a Parent or a Subsidiary.<\/p>\n

(g) “Exercise Price<\/strong>” shall mean the amount for which one
\nShare may be purchased upon exercise of an Option, as specified by the Board of
\nDirectors in the applicable Stock Option Agreement.<\/p>\n

(h) “Fair Market Value<\/strong>” shall mean the fair market value of
\na Share, as determined by the Board of Directors in accordance with applicable
\nlaw. Such determination shall be conclusive and binding on all persons.<\/p>\n

(i) “Family Member<\/strong>” shall mean (i) any child, stepchild,
\ngrandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
\nniece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
\nbrother-in-law or sister-in-law, including adoptive relationships, (ii) any
\nperson sharing the Optionee153s household (other than a tenant or employee), (iii)
\na trust in which persons described in Clause (i) or (ii) have more than 50% of
\nthe beneficial interest, (iv) a foundation in which persons described in Clause
\n(i) or (ii) or the Optionee control the management of assets and (v) any other
\nentity in which persons described in Clause (i) or (ii) or the Optionee own more
\nthan 50% of the voting interests.<\/p>\n

(j) “ISO<\/strong>” shall mean an employee incentive stock option
\ndescribed in Section 422(b) of the Code.<\/p>\n

(k) “Nonstatutory Option<\/strong>” shall mean a stock option not
\ndescribed in Sections 422(b) or 423(b) of the Code.<\/p>\n

(l) “Option<\/strong>” shall mean an ISO or Nonstatutory Option
\ngranted under the Plan and entitling the holder to purchase Shares.<\/p>\n

(m) “Optionee<\/strong>” shall mean a person who holds an Option.<\/p>\n

(n) “Outside Director<\/strong>” shall mean a member of the Board of
\nDirectors who is not an Employee.<\/p>\n

(o) “Parent<\/strong>” shall mean any corporation (other than the
\nCompany) in an unbroken chain of corporations ending with the Company, if each
\nof the corporations other than the Company owns stock possessing 50% or more of
\nthe total combined voting power of all classes of stock in one of the other
\ncorporations in such chain. A corporation that attains the status of a Parent on
\na date after the adoption of the Plan shall be considered a Parent commencing as
\nof such date.<\/p>\n

(p) “Plan<\/strong>” shall mean this Beaumaris Networks, Inc. 2009
\nStock Plan.<\/p>\n

(q) “Purchase Price<\/strong>” shall mean the consideration for which
\none Share may be acquired under the Plan (other than upon exercise of an
\nOption), as specified by the Board of Directors.<\/p>\n<\/p>\n

8<\/p>\n

\n

(r) “Purchaser<\/strong>” shall mean a person to whom the Board of
\nDirectors has offered the right to acquire Shares under the Plan (other than
\nupon exercise of an Option).<\/p>\n

(s) “Service<\/strong>” shall mean service as an Employee, Outside
\nDirector or Consultant.<\/p>\n

(t) “Share<\/strong>” shall mean one share of Stock, as adjusted in
\naccordance with Section 8 (if applicable).<\/p>\n

(u) “Stock<\/strong>” shall mean the Common Stock of the Company.<\/p>\n

(v) “Stock Option Agreement<\/strong>” shall mean the agreement
\nbetween the Company and an Optionee that contains the terms, conditions and
\nrestrictions pertaining to the Optionee153s Option.<\/p>\n

(w) “Stock Purchase Agreement<\/strong>” shall mean the agreement
\nbetween the Company and a Purchaser who acquires Shares under the Plan that
\ncontains the terms, conditions and restrictions pertaining to the acquisition of
\nsuch Shares.<\/p>\n

(x) “Subsidiary<\/strong>” shall mean any corporation (other than the
\nCompany) in an unbroken chain of corporations beginning with the Company, if
\neach of the corporations other than the last corporation in the unbroken chain
\nowns stock possessing 50% or more of the total combined voting power of all
\nclasses of stock in one of the other corporations in such chain. A corporation
\nthat attains the status of a Subsidiary on a date after the adoption of the Plan
\nshall be considered a Subsidiary commencing as of such date.<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7102],"corporate_contracts_industries":[9509],"corporate_contracts_types":[9539,9546],"class_list":["post-38543","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cisco-systems-inc","corporate_contracts_industries-technology__networking","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\/38543","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=38543"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38543"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38543"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38543"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}