{"id":39777,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/equity-incentive-plan-invision-technologies-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"equity-incentive-plan-invision-technologies-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/equity-incentive-plan-invision-technologies-inc.html","title":{"rendered":"Equity Incentive Plan &#8211; InVision Technologies Inc."},"content":{"rendered":"<pre>                             INVISION TECHNOLOGIES, INC.\n\n                                EQUITY INCENTIVE PLAN\n\n                                 ADOPTED MAY 2, 1991\n                                AMENDED APRIL 15, 1992\n                               AMENDED OCTOBER 21, 1994\n                                AMENDED JUNE 10, 1995\n                          AMENDED AND RESTATED MARCH 9, 1996\n                              AMENDED DECEMBER 20, 1996\n                                AMENDED AUGUST 8, 1997\n\n\n1.  PURPOSES.\n\n    (a)  The purpose of the Plan is to provide a means by which selected\nEmployees and Directors of and Consultants to the Company, and its Affiliates,\nmay be given an opportunity to benefit from increases in value of the stock of\nthe Company through the granting of (i) Incentive Stock Options, (ii)\nNonstatutory Stock Options, (iii) stock bonuses, (iv) rights to purchase\nrestricted stock, and (v) stock appreciation rights, all as defined below.\n\n    (b)  The Company, by means of the Plan, seeks to retain the services of\npersons who are now Employees or Directors of or Consultants to the Company or\nits Affiliates, to secure and retain the services of new Employees, Directors\nand Consultants, and to provide incentives for such persons to exert maximum\nefforts for the success of the Company and its Affiliates.\n\n    (c)  The Company intends that the Stock Awards issued under the Plan shall,\nin the discretion of the Board or any Committee to which responsibility for\nadministration of the Plan has been delegated pursuant to subsection 3(c), be\neither (i) Options granted pursuant to Section 6 hereof, including Incentive\nStock Options and Nonstatutory Stock Options, (ii) stock bonuses or rights to\npurchase restricted stock granted pursuant to Section 7 hereof, or (iii) stock\nappreciation rights granted pursuant to Section 8 hereof.  All Options shall be\nseparately designated Incentive Stock Options or Nonstatutory Stock Options at\nthe time of grant, and in such form as issued pursuant to Section 6, and a\nseparate certificate or certificates will be issued for shares purchased on\nexercise of each type of Option.\n\n2.  DEFINITIONS.\n\n    (a)  'AFFILIATE' means any parent corporation or subsidiary corporation,\nwhether now or hereafter existing, as those terms are defined in Sections 424(e)\nand (f) respectively, of the Code.\n\n    (b)  'BOARD' means the Board of Directors of the Company.\n\n    (c)  'CODE' means the Internal Revenue Code of 1986, as amended.\n\n                                       1.\n\n\n    (d)  'COMMITTEE' means a Committee appointed by the Board in accordance\nwith subsection 3(c) of the Plan.\n\n    (e)  'COMPANY' means Invision Technologies, Inc., a Delaware corporation.\n\n    (f)  'CONCURRENT STOCK APPRECIATION RIGHT' or 'CONCURRENT RIGHT' means a\nright granted pursuant to subsection 8(b)(2) of the Plan.\n\n    (g)  'CONSULTANT' means any person, including an advisor, engaged by the\nCompany or an Affiliate to render consulting services and who is compensated for\nsuch services, provided that the term 'Consultant' shall not include Directors\nwho are paid only a director's fee by the Company or who are not compensated by\nthe Company for their services as Directors.\n\n    (h)  'CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT' means the\nemployment or relationship as a Director or Consultant is not interrupted or\nterminated.  The Board, in its sole discretion, may determine whether Continuous\nStatus as an Employee, Director or Consultant shall be considered interrupted in\nthe case of:  (i) any leave of absence approved by the Board, including sick\nleave, military leave, or any other personal leave; or (ii) transfers between\nlocations of the Company or between the Company, Affiliates or their successors.\n\n    (i)  'COVERED EMPLOYEE' means the chief executive officer and the four (4)\nother highest compensated officers of the Company for whom total compensation is\nrequired to be reported to stockholders under the Exchange Act, as determined\nfor purposes of Section 162(m) of the Code.\n\n    (j)  'DIRECTOR' means a member of the Board.\n\n    (k)  'EMPLOYEE' means any person, including Officers and Directors,\nemployed by the Company or any Affiliate of the Company.  Neither service as a\nDirector nor payment of a director's fee by the Company shall be sufficient to\nconstitute 'employment' by the Company.\n\n    (l)  'EXCHANGE ACT' means the Securities Exchange Act of 1934, as amended.\n\n    (m)  'FAIR MARKET VALUE' means, as of any date, the value of the common\nstock of the Company determined as follows: \n\n         (1)  If the common stock is listed on any established stock exchange\nor a national market system, including without limitation the National Market of\nThe Nasdaq Stock Market, the Fair Market Value of a share of common stock shall\nbe the closing sales price for such stock (or the closing bid, if no sales were\nreported) as quoted on such system or exchange (or the exchange with the\ngreatest volume of trading in common stock) on the last market trading day prior\nto the day of determination, as reported in the Wall Street Journal or such\nother source as the Board deems reliable;\n\n                                       2.\n\n\n         (2)  If the common stock is quoted on The Nasdaq Stock Market (but not\non the National Market thereof) or is regularly quoted by a recognized\nsecurities dealer but selling prices are not reported, the Fair Market Value of\na share of common stock shall be the mean between the bid and asked prices for\nthe common stock on the last market trading day prior to the day of\ndetermination, as reported in the Wall Street Journal or such other source as\nthe Board deems reliable;\n\n         (3)  In the absence of an established market for the common stock, the\nFair Market Value shall be determined in good faith by the Board.\n\n    (n)  'INCENTIVE STOCK OPTION' means an Option intended to qualify as an\nincentive stock option within the meaning of Section 422 of the Code and the\nregulations promulgated thereunder.\n\n    (o)  'INDEPENDENT STOCK APPRECIATION RIGHT' or 'INDEPENDENT RIGHT' means a\nright granted pursuant to subsection 8(b)(3) of the Plan.\n\n    (p)  'NON-EMPLOYEE DIRECTOR' means a Director who either (i) is not a\ncurrent Employee or officer of the Company or an Affiliate, does not receive\ncompensation (directly or indirectly) from the Company or an Affiliate for\nservices rendered as a Consultant or in any capacity other than as a Director\n(except for an amount as to which disclosure would not be required under Item\n404(a) of Regulation S-K promulgated pursuant to the Securities Act of 1933, as\namended ('Regulation S-K')), does not possess an interest in any other\ntransaction as to which disclosure would be required under Item 404(a) of\nRegulation S-K, and is not engaged in a business relationship as to which\ndisclosure would be required under Item 404(b) of Regulation S-K; or (ii) is\notherwise considered a 'non-employee director' for purposes of Rule 16b-3.\n\n    (q)  'NONSTATUTORY STOCK OPTION' means an Option not intended to qualify as\nan Incentive Stock Option.\n\n    (r)  'OFFICER' means a person who is an officer of the Company within the\nmeaning of Section 16 of the Exchange Act and the rules and regulations\npromulgated thereunder.\n\n    (s)  'OPTION' means a stock option granted pursuant to the Plan.\n\n    (t)  'OPTION AGREEMENT' means a written agreement between the Company and\nan Optionee evidencing the terms and conditions of an individual Option grant. \nEach Option Agreement shall be subject to the terms and conditions of the Plan.\n\n    (u)  'OPTIONEE' means an Employee, Director or Consultant who holds an\noutstanding Option.\n\n    (v)  'OUTSIDE DIRECTOR' means a Director who either (i) is not a current\nemployee of the Company or an 'affiliated corporation' (within the meaning of\n\n                                       3.\n\n\nTreasury regulations promulgated under Section 162(m) of the Code), is not a \nformer employee of the Company or an 'affiliated corporation' receiving \ncompensation for prior services (other than benefits under a tax qualified \npension plan), was not an officer of the Company or an 'affiliated \ncorporation' at any time, and is not currently receiving direct or indirect \nremuneration from the Company or an 'affiliated corporation' for services in \nany capacity other than as a Director, or (ii) is otherwise considered an \n'outside director' for purposes of Section 162(m) of the Code.\n\n    (w)  'PLAN' means this Equity Incentive Plan.\n\n    (x)  'RULE 16b-3' means Rule 16b-3 of the Exchange Act or any successor to\nRule 16b-3, as in effect when discretion is being exercised with respect to the\nPlan.\n\n    (y)  'STOCK APPRECIATION RIGHT' means any of the various types of rights\nwhich may be granted under Section 8 of the Plan.\n\n    (z)  'STOCK AWARD' means any right granted under the Plan, including any\nOption, any stock bonus, any right to purchase restricted stock, and any Stock\nAppreciation Right.\n\n    (aa) 'STOCK AWARD AGREEMENT' means a written agreement between the Company\nand a holder of a Stock Award evidencing the terms and conditions of an\nindividual Stock Award grant.  Each Stock Award Agreement shall be subject to\nthe terms and conditions of the Plan.\n\n    (bb) 'TANDEM STOCK APPRECIATION RIGHT' or 'TANDEM RIGHT' means a right\ngranted pursuant to subsection 8(b)(1) of the Plan.\n\n3.  ADMINISTRATION.\n\n    (a)  The Plan shall be administered by the Board unless and until the Board\ndelegates administration to a Committee, as provided in subsection 3(c).\n\n    (b)  The Board shall have the power, subject to, and within the limitations\nof, the express provisions of the Plan:\n\n         (1)  To determine from time to time which of the persons eligible\nunder the Plan shall be granted Stock Awards; when and how each Stock Award\nshall be granted; whether a Stock Award will be an Incentive Stock Option, a\nNonstatutory Stock Option, a stock bonus, a right to purchase restricted stock,\na Stock Appreciation Right, or a combination of the foregoing; the provisions of\neach Stock Award granted (which need not be identical), including the time or\ntimes when a person shall be permitted to receive stock pursuant to a Stock\nAward; whether a person shall be permitted to receive stock upon exercise of an\nIndependent Stock Appreciation Right; and the number of shares with respect to\nwhich a Stock Award shall be granted to each such person.\n\n         (2)  To construe and interpret the Plan and Stock Awards granted under\nit, and to establish, amend and revoke rules and regulations for its\n\n                                       4.\n\n\nadministration.  The Board, in the exercise of this power, may correct any \ndefect, omission or inconsistency in the Plan or in any Stock Award \nAgreement, in a manner and to the extent it shall deem necessary or expedient \nto make the Plan fully effective.\n\n         (3)  To amend the Plan or a Stock Award as provided in Section 14.\n\n         (4)  Generally, to exercise such powers and to perform such acts as\nthe Board deems necessary or expedient to promote the best interests of the\nCompany which are not in conflict with the provisions of the Plan.\n\n    (c)  The Board may delegate administration of the Plan to a committee\ncomposed of not fewer than two (2) members (the 'Committee'), all of the members\nof which Committee shall be Non-Employee Directors and may also be, in the\ndiscretion of the Board, Outside Directors.  If administration is delegated to a\nCommittee, the Committee shall have, in connection with the administration of\nthe Plan, the powers theretofore possessed by the Board (and references in this\nPlan to the Board shall thereafter be to the Committee), subject, however, to\nsuch resolutions, not inconsistent with the provisions of the Plan, as may be\nadopted from time to time by the Board.  The Board may abolish the Committee at\nany time and revest in the Board the administration of the Plan. \nNotwithstanding anything in this Section 3 to the contrary, at any time the\nBoard or the Committee may delegate to a committee of one or more members of the\nBoard the authority to grant Stock Awards to eligible persons who (1) are not\nthen subject to Section 16 of the Exchange Act and\/or (2) are either (i) not\nthen Covered Employees and are not expected to be Covered Employees at the time\nof recognition of income resulting from such Stock Award, or (ii) not persons\nwith respect to whom the Company wishes to avoid the application of Section\n162(m) of the Code.  \n\n    4.   SHARES SUBJECT TO THE PLAN.\n\n    (a)  Subject to the provisions of Section 13 relating to adjustments upon\nchanges in stock, the stock that may be issued pursuant to Stock Awards shall\nnot exceed in the aggregate two million two hundred twenty-one thousand eight\nhundred eighteen (2,221,818) shares of the Company's common stock.  If any Stock\nAward shall for any reason expire or otherwise terminate, in whole or in part,\nwithout having been exercised in full, the stock not acquired under such Stock\nAward shall revert to and again become available for issuance under the Plan. \nShares subject to Stock Appreciation Rights exercised in accordance with Section\n8 of the Plan shall not be available for subsequent issuance under the Plan.\n\n    (b)  The stock subject to the Plan may be unissued shares or reacquired\nshares, bought on the market or otherwise.\n\n\n5.  ELIGIBILITY.\n\n    (a)  Incentive Stock Options and Stock Appreciation Rights appurtenant\nthereto may be granted only to Employees.  Stock Awards other than Incentive\n\n                                       5.\n\n\nStock Options and Stock Appreciation Rights appurtenant thereto may be \ngranted only to Employees, Directors or Consultants.\n\n    (b)  No person shall be eligible for the grant of an Incentive Stock Option\nor an award to purchase restricted stock if, at the time of grant, such person\nowns (or is deemed to own pursuant to Section 424(d) of the Code) stock\npossessing more than ten percent (10%) of the total combined voting power of all\nclasses of stock of the Company or of any of its Affiliates unless the exercise\nprice of such Incentive Stock Option is at least one hundred ten percent (110%)\nof the Fair Market Value of such stock at the date of grant and the Incentive\nStock Option is not exercisable after the expiration of five (5) years from the\ndate of grant, or in the case of a restricted stock purchase award, the purchase\nprice is at least one hundred percent (100%) of the Fair Market Value of such\nstock at the date of grant.\n\n6.  OPTION PROVISIONS.\n\n    Each Option shall be in such form and shall contain such terms and\nconditions as the Board shall deem appropriate.  The provisions of separate\nOptions need not be identical, but each Option shall include (through\nincorporation of provisions hereof by reference in the Option or otherwise) the\nsubstance of each of the following provisions:\n\n    (a)  TERM.  No Option shall be exercisable after the expiration of ten (10)\nyears from the date it was granted.\n\n    (b)  PRICE.  The exercise price of each Incentive Stock Option shall be not\nless than one hundred percent (100%) of the Fair Market Value of the stock\nsubject to the Option on the date the Option is granted; the exercise price of\neach Nonstatutory Stock Option shall be not less than eighty-five percent (85%)\nof the Fair Market Value of the stock subject to the Option on the date the\nOption is granted.  Notwithstanding the foregoing, an Option (whether an\nIncentive Stock Option or a Nonstatutory Stock Option) may be granted with an\nexercise price lower than that set forth in the preceding sentence if such\nOption is granted pursuant to an assumption or substitution for another option\nin a manner satisfying the provisions of Section 424(a) of the Code.\n\n    (c)  CONSIDERATION.  The purchase price of stock acquired pursuant to an\nOption shall be paid, to the extent permitted by applicable statutes and\nregulations, either (i) in cash at the time the Option is exercised, or (ii) at\nthe discretion of the Board or the Committee, at the time of the grant of the\nOption, (A) by delivery to the Company of other common stock of the Company,\n(B) according to a deferred payment or other arrangement (which may include,\nwithout limiting the generality of the foregoing, the use of other common stock\nof the Company) with the person to whom the Option is granted or to whom the\nOption is transferred pursuant to subsection 6(d), or (C) in any other form of\nlegal consideration that may be acceptable to the Board.\n\n    In the case of any deferred payment arrangement, interest shall be payable\nat least annually and shall be charged at the minimum rate of interest necessary\n\n                                       6.\n\n\nto avoid the treatment as interest, under any applicable provisions of the \nCode, of any amounts other than amounts stated to be interest under the \ndeferred payment arrangement.\n\n    (d)  TRANSFERABILITY.  An Incentive Stock Option shall not be transferable\nexcept by will or by the laws of descent and distribution, and shall be\nexercisable during the lifetime of the person to whom the Incentive Stock Option\nis granted only by such person.  A Nonstatutory Stock Option may be transferred\nto the extent provided in the Option Agreement; provided that if the Option\nAgreement of a Nonstatutory Stock Option does not expressly permit such\ntransfer, such Nonstatutory Stock Option shall not be transferable except by\nwill, by the laws of descent and distribution or pursuant to a domestic\nrelations order satisfying the requirements of Rule 16a-12 of the Exchange Act\nand shall be exercisable during the lifetime of the person to whom such\nNonstatutory Stock Option is granted only by such person or any transferee\npursuant to a domestic relations order.  Notwithstanding the foregoing, the\nperson to whom the Option is granted may, by delivering written notice to the\nCompany, in a form satisfactory to the Company, designate a third party who, in\nthe event of the death of the Optionee, shall thereafter be entitled to exercise\nthe Option.\n\n    (e)  VESTING.  The total number of shares of stock subject to an Option\nmay, but need not, be allotted in periodic installments (which may, but need\nnot, be equal).  The Option Agreement may provide that from time to time during\neach of such installment periods, the Option may become exercisable ('vest')\nwith respect to some or all of the shares allotted to that period, and may be\nexercised with respect to some or all of the shares allotted to such period\nand\/or any prior period as to which the Option became vested but was not fully\nexercised.  The Option may be subject to such other terms and conditions on the\ntime or times when it may be exercised (which may be based on performance or\nother criteria) as the Board may deem appropriate.  The provisions of this\nsubsection 6(e) are subject to any Option provisions governing the minimum\nnumber of shares as to which an Option may be exercised.\n\n    (f)  TERMINATION OF EMPLOYMENT OR RELATIONSHIP AS A DIRECTOR OR CONSULTANT. \nIn the event an Optionee's Continuous Status as an Employee, Director or\nConsultant terminates (other than upon the Optionee's death or disability), the\nOptionee may exercise his or her Option (to the extent that the Optionee was\nentitled to exercise it at the date of termination) but only within such period\nof time ending on the earlier of (i) the date three (3) months after the\ntermination of the Optionee's Continuous Status as an Employee, Director or\nConsultant (or such longer or shorter period specified in the Option Agreement),\nor (ii) the expiration of the term of the Option as set forth in the Option\nAgreement.  If, after termination, the Optionee does not exercise his or her\nOption within the time specified in the Option Agreement, the Option shall\nterminate, and the shares covered by such Option shall revert to and again\nbecome available for issuance under the Plan.\n\n    An Optionee's Option Agreement may also provide that if the exercise of \nthe Option following the termination of the Optionee's Continuous Status as \nan Employee, Director, or Consultant (other than upon the Optionee's death or \ndisability) would result in liability under Section 16(b) of the Exchange \nAct, then the Option shall terminate on the earlier of (i) the expiration of \nthe term of the Option set forth in the Option Agreement, or (ii) the tenth \n\n                                       7.\n\n\n(10th) day after the last date on which such exercise would result in such \nliability under Section 16(b) of the Exchange Act.  Finally, an Optionee's \nOption Agreement may also provide that if the exercise of the Option \nfollowing the termination of the Optionee's Continuous Status as an Employee, \nDirector or Consultant (other than upon the Optionee's death or disability) \nwould be prohibited at any time solely because the issuance of shares would \nviolate the registration requirements under the Act, then the Option shall \nterminate on the earlier of (i) the expiration of the term of the Option set \nforth in the first paragraph of this subsection 6(f), or (ii) the expiration \nof a period of three (3) months after the termination of the Optionee's \nContinuous Status as an Employee, Director or Consultant during which the \nexercise of the Option would not be in violation of such registration \nrequirements.\n\n    (g)  DISABILITY OF OPTIONEE.  In the event an Optionee's Continuous Status\nas an Employee, Director or Consultant terminates as a result of the Optionee's\ndisability, the Optionee may exercise his or her Option (to the extent that the\nOptionee was entitled to exercise it at the date of termination), but only\nwithin such period of time ending on the earlier of (i) the date twelve (12)\nmonths following such termination (or such longer or shorter period specified in\nthe Option Agreement), or (ii) the expiration of the term of the Option as set\nforth in the Option Agreement.  If, at the date of termination, the Optionee is\nnot entitled to exercise his or her entire Option, the shares covered by the\nunexercisable portion of the Option shall revert to and again become available\nfor issuance under the Plan.  If, after termination, the Optionee does not\nexercise his or her Option within the time specified herein, the Option shall\nterminate, and the shares covered by such Option shall revert to and again\nbecome available for issuance under the Plan.\n\n    (h) DEATH OF OPTIONEE.  In the event of the death of an Optionee during, or\nwithin a period specified in the Option after the termination of, the Optionee's\nContinuous Status as an Employee, Director or Consultant, the Option may be\nexercised (to the extent the Optionee was entitled to exercise the Option at the\ndate of death) by the Optionee's estate, by a person who acquired the right to\nexercise the Option by bequest or inheritance or by a person designated to\nexercise the option upon the Optionee's death pursuant to subsection 6(d), but\nonly within the period ending on the earlier of (i) the date eighteen (18)\nmonths following the date of death (or such longer or shorter period specified\nin the Option Agreement), or (ii) the expiration of the term of such Option as\nset forth in the Option Agreement.  If, at the time of death, the Optionee was\nnot entitled to exercise his or her entire Option, the shares covered by the\nunexercisable portion of the Option shall revert to and again become available\nfor issuance under the Plan.  If, after death, the Option is not exercised\nwithin the time specified herein, the Option shall terminate, and the shares\ncovered by such Option shall revert to and again become available for issuance\nunder the Plan.\n\n    (i)  EARLY EXERCISE.  The Option may, but need not, include a provision\nwhereby the Optionee may elect at any time while an Employee, Director or\nConsultant to exercise the Option as to any part or all of the shares subject to\nthe Option prior to the full vesting of the Option.  Any unvested shares so\npurchased shall be subject to a repurchase right in favor of the Company or to\nany other restriction the Board determines to be appropriate.\n\n                                       8.\n\n\n    (j)  RE-LOAD OPTIONS.  Without in any way limiting the authority of the \nBoard or Committee to make or not to make grants of Options hereunder, the \nBoard or Committee shall have the authority (but not an obligation) to \ninclude as part of any Option Agreement a provision entitling the Optionee to \na further Option (a 'Re-Load Option') in the event the Optionee exercises the \nOption evidenced by the Option agreement, in whole or in part, by \nsurrendering other shares of Common Stock in accordance with this Plan and \nthe terms and conditions of the Option Agreement.  Any such Re-Load Option \n(i) shall be for a number of shares equal to the number of shares surrendered \nas part or all of the exercise price of such Option; (ii) shall have an \nexpiration date which is the same as the expiration date of the Option the \nexercise of which gave rise to such Re-Load Option; and (iii) shall have an \nexercise price which is equal to one hundred percent (100%) of the Fair \nMarket Value of the Common Stock subject to the Re-Load Option on the date of \nexercise of the original Option. Notwithstanding the foregoing, a Re-Load \nOption which is granted to a 10% stockholder (as described in subsection \n5(c)), shall have an exercise price which is equal to one hundred ten percent \n(110%) of the Fair Market Value of the stock subject to the Re-Load Option on \nthe date of exercise of the original Option and shall have a term which is no \nlonger than five (5) years.\n\n    Any such Re-Load Option may be an Incentive Stock Option or a Nonstatutory\nStock Option, as the Board or Committee may designate at the time of the grant\nof the original Option; PROVIDED, HOWEVER, that the designation of any Re-Load\nOption as an Incentive Stock Option shall be subject to the one hundred thousand\ndollar ($100,000) annual limitation on exercisability of Incentive Stock Options\ndescribed in subsection 12(e) of the Plan and in Section 422(d) of the Code. \nThere shall be no Re-Load Options on a Re-Load Option.  Any such Re-Load Option\nshall be subject to the availability of sufficient shares under subsection 4(a)\nand shall be subject to such other terms and conditions as the Board or\nCommittee may determine which are not inconsistent with the express provisions\nof the Plan regarding the terms of Options.\n\n\n7.  TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTED STOCK.\n\n    Each stock bonus or restricted stock purchase agreement shall be in such\nform and shall contain such terms and conditions as the Board or the Committee\nshall deem appropriate.  The terms and conditions of stock bonus or restricted\nstock purchase agreements may change from time to time, and the terms and\nconditions of separate agreements need not be identical, but each stock bonus or\nrestricted stock purchase agreement shall include (through incorporation of\nprovisions hereof by reference in the agreement or otherwise) the substance of\neach of the following provisions as appropriate:\n\n    (a)  PURCHASE PRICE.  The purchase price under each restricted stock\npurchase agreement shall be such amount as the Board or Committee shall\ndetermine and designate in such agreement, but in no event shall the purchase\nprice be less than eighty-five percent (85%) of the stock's Fair Market Value on\nthe date such award is made.  Notwithstanding the foregoing, the Board or the\nCommittee may determine that eligible participants in the Plan may be awarded\nstock pursuant to a stock bonus agreement in consideration for past services\nactually rendered to the Company or for its benefit.\n\n                                       9.\n\n\n    (b)  TRANSFERABILITY.  No rights under a stock bonus or restricted stock\npurchase agreement shall be transferable except by will or the laws of descent\nand distribution or pursuant to a domestic relations order satisfying the\nrequirements of Rule 16a-12 of the Exchange Act and any administrative\ninterpretations or pronouncements thereunder, so long as stock awarded under\nsuch agreement remains subject to the terms of the agreement.  \n\n    (c)  CONSIDERATION.  The purchase price of stock acquired pursuant to a\nstock purchase agreement shall be paid either:  (i) in cash at the time of\npurchase; (ii) at the discretion of the Board or the Committee, according to a\ndeferred payment or other arrangement with the person to whom the stock is sold;\nor (iii) in any other form of legal consideration that may be acceptable to the\nBoard or the Committee in its discretion.  Notwithstanding the foregoing, the\nBoard or the Committee to which administration of the Plan has been delegated\nmay award stock pursuant to a stock bonus agreement in consideration for past\nservices actually rendered to the Company or for its benefit.\n\n    (d)  VESTING.  Shares of stock sold or awarded under the Plan may, but need\nnot, be subject to a repurchase option in favor of the Company in accordance\nwith a vesting schedule to be determined by the Board or the Committee.\n\n    (e)  TERMINATION OF EMPLOYMENT OR RELATIONSHIP AS A DIRECTOR OR CONSULTANT. \nIn the event a Participant's Continuous Status as an Employee, Director or\nConsultant terminates, the Company may repurchase or otherwise reacquire,\nsubject to the limitations described in subsection 7(d), any or all of the\nshares of stock held by that person which have not vested as of the date of\ntermination under the terms of the stock bonus or restricted stock purchase\nagreement between the Company and such person.\n\n8.  STOCK APPRECIATION RIGHTS.\n\n    (a)  The Board or Committee shall have full power and authority,\nexercisable in its sole discretion, to grant Stock Appreciation Rights under the\nPlan to Employees or Directors of or Consultants to, the Company or its\nAffiliates.  To exercise any outstanding Stock Appreciation Right, the holder\nmust provide written notice of exercise to the Company in compliance with the\nprovisions of the Stock Award Agreement evidencing such right.  If a Stock\nAppreciation Right is granted to an individual who is at the time subject to\nSection 16(b) of the Exchange Act (a 'Section 16(b) Insider'), the Stock Award\nAgreement of grant shall incorporate all the terms and conditions at the time\nnecessary to assure that the subsequent exercise of such right shall qualify for\nthe safe-harbor exemption from short-swing profit liability provided by Rule\n16b-3 promulgated under the Exchange Act (or any successor rule or regulation). \nNo limitation shall exist on the aggregate amount of cash payments the Company\nmay make under the Plan in connection with the exercise of a Stock Appreciation\nRights.\n\n    (b)  Three types of Stock Appreciation Rights shall be authorized for\nissuance under the Plan:\n\n                                       10.\n\n\n         (1)  TANDEM STOCK APPRECIATION RIGHTS.  Tandem Stock Appreciation\nRights will be granted appurtenant to an Option, and shall, except as\nspecifically set forth in this Section 8, be subject to the same terms and\nconditions applicable to the particular Option grant to which it pertains. \nTandem Stock Appreciation Rights will require the holder to elect between the\nexercise of the underlying Option for shares of stock and the surrender, in\nwhole or in part, of such Option for an appreciation distribution.  The\nappreciation distribution payable on the exercised Tandem Right shall be in cash\n(or, if so provided, in an equivalent number of shares of stock based on Fair\nMarket Value on the date of the Option surrender) in an amount up to the excess\nof (A) the Fair Market Value (on the date of the Option surrender) of the number\nof shares of stock covered by that portion of the surrendered Option in which\nthe Optionee is vested over (B) the aggregate exercise price payable for such\nvested shares.\n\n         (2)  CONCURRENT STOCK APPRECIATION RIGHTS.  Concurrent Rights will be\ngranted appurtenant to an Option and may apply to all or any portion of the\nshares of stock subject to the underlying Option and shall, except as\nspecifically set forth in this Section 8, be subject to the same terms and\nconditions applicable to the particular Option grant to which it pertains.  A\nConcurrent Right shall be exercised automatically at the same time the\nunderlying Option is exercised with respect to the particular shares of stock to\nwhich the Concurrent Right pertains.  The appreciation distribution payable on\nan exercised Concurrent Right shall be in cash (or, if so provided, in an\nequivalent number of shares of stock based on Fair Market Value on the date of\nthe exercise of the Concurrent Right) in an amount equal to such portion as\nshall be determined by the Board or the Committee at the time of the grant of\nthe excess of (A) the aggregate Fair Market Value (on the date of the exercise\nof the Concurrent Right) of the vested shares of stock purchased under the\nunderlying Option which have Concurrent Rights appurtenant to them over (B) the\naggregate exercise price paid for such shares.\n\n         (3)  INDEPENDENT STOCK APPRECIATION RIGHTS.  Independent Rights will\nbe granted independently of any Option and shall, except as specifically set\nforth in this Section 8, be subject to the same terms and conditions applicable\nto Nonstatutory Stock Options as set forth in Section 6.  They shall be\ndenominated in share equivalents.  The appreciation distribution payable on the\nexercised Independent Right shall be not greater than an amount equal to the\nexcess of (A) the aggregate Fair Market Value (on the date of the exercise of\nthe Independent Right) of a number of shares of Company stock equal to the\nnumber of share equivalents in which the holder is vested under such Independent\nRight, and with respect to which the holder is exercising the Independent Right\non such date, over (B) the aggregate Fair Market Value (on the date of the grant\nof the Independent Right) of such number of shares of Company stock.  The\nappreciation distribution payable on the exercised Independent Right shall be in\ncash or, if so provided, in an equivalent number of shares of stock based on\nFair Market Value on the date of the exercise of the Independent Right.\n\n9.  CANCELLATION AND RE-GRANT OF OPTIONS.\n\n    The Board or the Committee shall have the authority to effect, at any time\nand from time to time,  (i) the repricing of any outstanding Options and\/or any\nStock Appreciation Rights under the Plan and\/or (ii) with the consent of the\n\n                                       11.\n\n\naffected holders of Options and\/or Stock Appreciation Rights, the \ncancellation of any outstanding Options and\/or any Stock Appreciation Rights \nunder the Plan and the grant in substitution therefor of new Options and\/or \nStock Appreciation Rights under the Plan covering the same or different \nnumbers of shares of stock, but having an exercise price per share not less \nthan eighty-five percent (85%) of the Fair Market Value (one hundred percent \n(100%) of the Fair Market Value in the case of an Incentive Stock Option) or, \nin the case of an Incentive Stock Option granted to a 10% stockholder (as \ndescribed in subsection 5(c)), not less than one hundred ten percent (110%) \nof the Fair Market Value) per share of stock on the new grant date.  \nNotwithstanding the foregoing, the Board or the Committee may grant an Option \nand\/or Stock Appreciation Right with an exercise price lower than that set \nforth above if such Option and\/or Stock Appreciation Right is granted as part \nof a transaction to which section 424(a) of the Code applies.  \n\n10. COVENANTS OF THE COMPANY.\n\n    (a)  During the terms of the Stock Awards, the Company shall keep available\nat all times the number of shares of stock required to satisfy such Stock\nAwards.\n\n    (b)  The Company shall seek to obtain from each regulatory commission or\nagency having jurisdiction over the Plan such authority as may be required to\nissue and sell shares of stock upon exercise of the Stock Award; provided,\nhowever, that this undertaking shall not require the Company to register under\nthe Securities Act of 1933, as amended (the 'Securities Act') either the Plan,\nany Stock Award or any stock issued or issuable pursuant to any such Stock\nAward.  If, after reasonable efforts, the Company is unable to obtain from any\nsuch regulatory commission or agency the authority which counsel for the Company\ndeems necessary for the lawful issuance and sale of stock under the Plan, the\nCompany shall be relieved from any liability for failure to issue and sell stock\nupon exercise of such Stock Awards unless and until such authority is obtained.\n\n11. USE OF PROCEEDS FROM STOCK.\n\n    Proceeds from the sale of stock pursuant to Stock Awards shall constitute\ngeneral funds of the Company.\n\n12. MISCELLANEOUS.\n\n    (a)  The Board shall have the power to accelerate the time at which a Stock\nAward may first be exercised or the time during which a Stock Award or any part\nthereof will vest pursuant to subsection 6(e), 7(d) or 8(b), notwithstanding the\nprovisions in the Stock Award stating the time at which it may first be\nexercised or the time during which it will vest.\n\n    (b)  Neither an Employee, Director or Consultant nor any person to whom a\nStock Award is transferred under subsection 6(d), 7(b), or 8(b) shall be deemed\nto be the holder of, or to have any of the rights of a holder with respect to,\nany shares subject to such Stock Award unless and until such person has\nsatisfied all requirements for exercise of the Stock Award pursuant to its\nterms.\n\n                                       12.\n\n\n    (c)  Nothing in the Plan or any instrument executed or Stock Award granted\npursuant thereto shall confer upon any Employee, Director, Consultant or other\nholder of Stock Awards any right to continue in the employ of the Company or any\nAffiliate (or to continue acting as a Director or Consultant) or shall affect\nthe right of the Company or any Affiliate to terminate the employment of any\nEmployee with or without cause the right of the Company's Board of Directors\nand\/or the Company's stockholders to remove any Director pursuant to the terms\nof the Company's By-Laws and the provisions of the Delaware General Corporation\nLaw, or the right to terminate the relationship of any Consultant pursuant to\nthe terms of such Consultant's agreement with the Company or Affiliate.\n\n    (d)  To the extent that the aggregate Fair Market Value (determined at the\ntime of grant) of stock with respect to which Incentive Stock Options are\nexercisable for the first time by any Optionee during any calendar year under\nall plans of the Company and its Affiliates exceeds one hundred thousand dollars\n($100,000), the Options or portions thereof which exceed such limit (according\nto the order in which they were granted) shall be treated as Nonstatutory Stock\nOptions.\n\n    (e)  The Company may require any person to whom a Stock Award is granted,\nor any person to whom a Stock Award is transferred pursuant to subsection 6(d),\n7(b) or 8(b), as a condition of exercising or acquiring stock under any Stock\nAward, (1) to give written assurances satisfactory to the Company as to such\nperson's knowledge and experience in financial and business matters and\/or to\nemploy a purchaser representative reasonably satisfactory to the Company who is\nknowledgeable and experienced in financial and business matters, and that he or\nshe is capable of evaluating, alone or together with the purchaser\nrepresentative, the merits and risks of exercising the Stock Award; and (2) to\ngive written assurances satisfactory to the Company stating that such person is\nacquiring the stock subject to the Stock Award for such person's own account and\nnot with any present intention of selling or otherwise distributing the stock. \nThe foregoing requirements, and any assurances given pursuant to such\nrequirements, shall be inoperative if (i) the issuance of the shares upon the\nexercise or acquisition of stock under the Stock Award has been registered under\na then currently effective registration statement under the Securities Act, or\n(ii) as to any particular requirement, a determination is made by counsel for\nthe Company that such requirement need not be met in the circumstances under the\nthen applicable securities laws.  The Company may, upon advice of counsel to the\nCompany, place legends on stock certificates issued under the Plan as such\ncounsel deems necessary or appropriate in order to comply with applicable\nsecurities laws, including, but not limited to, legends restricting the transfer\nof the stock.\n\n    (f)  To the extent provided by the terms of a Stock Award Agreement, the\nperson to whom a Stock Award is granted may satisfy any federal, state or local\ntax withholding obligation relating to the exercise or acquisition of stock\nunder a Stock Award by any of the following means or by a combination of such\nmeans:  (1) tendering a cash payment; (2) authorizing the Company to withhold\nshares from the shares of the common stock otherwise issuable to the participant\nas a result of the exercise or acquisition of stock under the Stock Award; or\n(3) delivering to the Company owned and unencumbered shares of the common stock\nof the Company.\n\n                                       13.\n\n\n13. ADJUSTMENTS UPON CHANGES IN STOCK.\n\n    (a)  If any change is made in the stock subject to the Plan, or subject to\nany Stock Award, without the receipt of consideration by the Company (through\nmerger, consolidation, reorganization, recapitalization, reincorporation, stock\ndividend, dividend in property other than cash, stock split, liquidating\ndividend, combination of shares, exchange of shares, change in corporate\nstructure or other transaction not involving the receipt of consideration by the\nCompany), the Plan will be appropriately adjusted in the class(es) and maximum\nnumber of shares subject to the Plan pursuant to subsection 4(a), and the\noutstanding Stock Awards will be appropriately adjusted in the class(es) and\nnumber of shares and price per share of stock subject to such outstanding Stock\nAwards.  Such adjustments shall be made by the Board or the Committee, the\ndetermination of which shall be final, binding and conclusive.  (The conversion\nof any convertible securities of the Company shall not be treated as a\n'transaction not involving the receipt of consideration by the Company'.)\n\n    (B)  In the event of:  (1) a merger or consolidation in which the Company\nis not the surviving corporation or (2) a reverse merger in which the Company is\nthe surviving corporation but the shares of the Company's common stock\noutstanding immediately preceding the merger are converted by virtue of the\nmerger into other property, whether in the form of securities, cash or otherwise\nthen to the extent permitted by applicable law:  (i) any surviving corporation\nor an Affiliate of such surviving corporation shall assume any Stock Awards\noutstanding under the Plan or shall substitute similar Stock Awards for those\noutstanding under the Plan, or (ii) such Stock Awards shall continue in full\nforce and effect.  In the event any surviving corporation and its Affiliates\nrefuse to assume or continue such Stock Awards, or to substitute similar Stock\nAwards for those outstanding under the Plan, then such Stock Awards shall be\nterminated if not exercised prior to such event.  In the event of a dissolution\nor liquidation of the Company, any Stock Awards outstanding under the Plan shall\nterminate if not exercised prior to such event.\n\n14. AMENDMENT OF THE PLAN AND STOCK AWARDS.\n\n    (a)  The Board at any time, and from time to time, may amend the Plan. \nHowever, except as provided in Section 13 relating to adjustments upon changes\nin stock, no amendment shall be effective unless approved by the stockholders of\nthe Company to the extent stockholder approval is necessary for the Plan to\nsatisfy the requirements of Section 422 of the Code, Rule 16b-3 or any Nasdaq or\nsecurities exchange listing requirements.\n\n    (b)  The Board may in its sole discretion submit any other amendment to the\nPlan for stockholder approval, including, but not limited to, amendments to the\nPlan intended to satisfy the requirements of Section 162(m) of the Code and the\nregulations promulgated thereunder regarding the exclusion of performance-based\ncompensation from the limit on corporate deductibility of compensation paid to\ncertain executive officers.\n\n    (c)  It is expressly contemplated that the Board may amend the Plan in any\nrespect the Board deems necessary or advisable to provide eligible Employees,\nDirectors or Consultants with the maximum benefits provided or to be provided\n\n                                       14.\n\n\nunder the provisions of the Code and the regulations promulgated thereunder \nrelating to Incentive Stock Options and\/or to bring the Plan and\/or Incentive \nStock Options granted under it into compliance therewith.\n\n    (d)  Rights and obligations under any Stock Award granted before amendment\nof the Plan shall not be impaired by any amendment of the Plan unless (i) the\nCompany requests the consent of the person to whom the Stock Award was granted\nand (ii) such person consents in writing.\n\n    (e)  The Board at any time, and from time to time, may amend the terms of\nany one or more Stock Award; provided, however, that the rights and obligations\nunder any Stock Award shall not be impaired by any such amendment unless (i) the\nCompany requests the consent of the person to whom the Stock Award was granted\nand (ii) such person consents in writing.\n\n15. TERMINATION OR SUSPENSION OF THE PLAN.\n\n    (a)  The Board may suspend or terminate the Plan at any time.  Unless\nsooner terminated, the Plan shall terminate on May 1, 2001, which shall be\nwithin ten (10) years from the date the Plan is adopted by the Board or approved\nby the stockholders of the Company, whichever is earlier.  No Stock Awards may\nbe granted under the Plan while the Plan is suspended or after it is terminated.\n\n    (b)  Rights and obligations under any Stock Award granted while the Plan is\nin effect shall not be impaired by suspension or termination of the Plan, except\nwith the consent of the person to whom the Stock Award was granted.\n\n16. EFFECTIVE DATE OF PLAN.\n\n    The Plan as amended on December 20, 1996, shall become effective on such\ndate, but no Stock Awards granted under the Plan, as amended, shall be exercised\nunless and until the Plan, as amended, has been approved by the stockholders of\nthe Company, which approval shall be within twelve (12) months before or after\nthe date the Plan, as amended, is adopted by the Board.\n\n                                       15.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7912],"corporate_contracts_industries":[9454],"corporate_contracts_types":[9539,9545],"class_list":["post-39777","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-invision-technologies-inc","corporate_contracts_industries-manufacturing__industrial","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\/39777","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=39777"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39777"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39777"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39777"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}