{"id":40628,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-option-plan-dionex-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-option-plan-dionex-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-option-plan-dionex-corp.html","title":{"rendered":"Stock Option Plan &#8211; Dionex Corp."},"content":{"rendered":"<pre>                              DIONEX CORPORATION\n\n                               STOCK OPTION PLAN\n\n                            ADOPTED AUGUST 2, 1990\n\n                    (AS AMENDED AND RESTATED JULY 27, 1995)\n\n\n1.   PURPOSES.\n\n     (a)  The purpose of the Plan is to provide a means by which selected\nEmployees of and Consultants to the Company, and its Affiliates, may be given an\nopportunity to purchase stock of the Company.\n\n     (b)  The Company, by means of the Plan, seeks to retain the services of\npersons who are now Employees of or Consultants to the Company or its\nAffiliates, to secure and retain the services of new Employees, Consultants, and\nto provide incentives for such persons to exert maximum efforts for the success\nof the Company and its Affiliates.\n\n     (c)  The Company intends that the Options issued under the Plan shall, in\nthe 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 Incentive Stock Options or Nonstatutory Stock Options.  All Options shall\nbe separately designated Incentive Stock Options or Nonstatutory Stock Options\nat the 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\n                                       1\n\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     (d)  'COMMITTEE' means a Committee appointed by the Board in accordance\nwith subsection 3(c) of the Plan.\n     \n     (e)  'COMPANY' means Dionex Corporation, a Delaware corporation.\n\n     (f)  '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     (g)  'CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT' means the employment\nor relationship as a Consultant is not interrupted or terminated.  The Board, in\nits sole discretion, may determine whether Continuous Status as an Employee or\nConsultant shall be considered interrupted in the case of:  (i) any leave of\nabsence approved by the Board, including sick leave, military leave, or any\nother personal leave; or (ii) transfers between locations of the Company or\nbetween the Company, Affiliates or their successors.\n\n     (h)  'COVERED EMPLOYEE' means the chief executive officer and the four (4)\nother highest compensated officers of the Company for\n\n                                       2\n\n \nwhom total compensation is required to be reported to shareholders under the\nExchange Act, as determined for purposes of Section 162(m) of the Code.\n\n     (i)  'DIRECTOR' means a member of the Board.\n\n     (j)  'DISINTERESTED PERSON' means a Director who either (i) was not during\nthe one year prior to service as an administrator of the Plan granted or awarded\nequity securities pursuant to the Plan or any other plan of the Company or any\nAffiliate entitling the participants therein to acquire equity securities of the\nCompany or any Affiliate except as permitted by Rule 16b-3(c)(2)(i); or (ii) is\notherwise considered to be a 'disinterested person' in accordance with Rule \n16b-3(c)(2)(i), or any other applicable rules, regulations or interpretations of\nthe Securities and Exchange Commission.\n\n     (k) 'EMPLOYEE' means any person, including Officers and Directors, employed\nby the Company or any Affiliate of the Company. Neither service as a Director\nnor payment of a director's fee by the Company shall be sufficient to constitute\n'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 or\na national market system, including without limitation the National Market\nSystem of the National Association of Securities Dealers, Inc. Automated\nQuotation ('NASDAQ') System, the Fair Market Value of a share of common stock\nshall be the closing sales price for such stock (or the closing bid, if no sales\nwere reported) as quoted on such system or exchange (or the exchange with the\ngreatest volume of trading\n\n                                       3\n\n \nin 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          (2) If the common stock is quoted on the NASDAQ System (but not on the\nNational Market System 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)  'NONSTATUTORY STOCK OPTION' means an Option not intended to qualify as\nan Incentive Stock Option.\n\n     (p)  '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     (q)  'OPTION' means a stock option granted pursuant to the Plan.\n\n     (r) 'OPTION AGREEMENT' means a written agreement between the Company and an\nOptionee evidencing the terms and conditions of an individual Option grant. Each\nOption Agreement shall be subject to the terms and conditions of the Plan.\n\n                                       4\n\n \n     (s)  'OPTIONEE' means an Employee or Consultant who holds an outstanding\nOption.\n\n     (t)  'OUTSIDE DIRECTOR' means a Director who either (i) is not a current\nemployee of the Company or an 'affiliated corporation' (within the meaning of\nthe Treasury 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 corporation'\nat any time, and is not currently receiving direct or indirect remuneration from\nthe Company or an 'affiliated corporation' for services in any capacity other\nthan as a Director, or (ii) is otherwise considered an 'outside director' for\npurposes of Section 162(m) of the Code.\n\n     (u)  'PLAN' means this Dionex Corporation Stock Option Plan.\n\n     (v)  '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\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 under\nthe Plan shall be granted Options; when and how each Option shall be granted;\nwhether an Option will be an Incentive\n\n                                       5\n\n \nStock Option or a Nonstatutory Stock Option; the provisions of each Option\ngranted (which need not be identical), including the time or times such Option\nmay be exercised in whole or in part; and the number of shares for which an\nOption shall be granted to each such person.\n\n          (2) To construe and interpret the Plan and Options granted under it,\nand to establish, amend and revoke rules and regulations for its administration.\nThe Board, in the exercise of this power, may correct any defect, omission or\ninconsistency in the Plan or in any Option Agreement, in a manner and to the\nextent it shall deem necessary or expedient to make the Plan fully effective.\n\n          (3) To amend the Plan or an Option as provided in Section 11.\n\n          (4) Generally, to exercise such powers and to perform such acts as the\nBoard deems necessary or expedient to promote the best interests of the Company.\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 Disinterested Persons 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, the Board or the\nCommittee may delegate to a committee of one or more\n\n                                       6\n\n \nmembers of the Board the authority to grant Options to eligible persons who (1)\nare not then subject to Section 16 of the Exchange Act and\/or (2) are either (i)\nnot then Covered Employees and are not expected to be Covered Employees at the\ntime of recognition of income resulting from such Option, or (ii) not persons\nwith respect to whom the Company wishes to comply with Section 162(m) of the\nCode.\n\n     (d)  Any requirement that an administrator of the Plan be a Disinterested\nPerson shall not apply if the Board or the Committee expressly declares that\nsuch requirement shall not apply.  Any Disinterested Person shall otherwise\ncomply with the requirements of Rule 16b-3.\n\n4.   SHARES SUBJECT TO THE PLAN.\n\n     (a)  Subject to the provisions of Section 10 relating to adjustments upon\nchanges in stock, the stock that may be sold pursuant to Options shall not\nexceed in the aggregate One Million Three Hundred Thousand (1,300,000) shares of\nthe Company's common stock.  If any Option shall for any reason expire or\notherwise terminate, in whole or in part, without having been exercised in full,\nthe stock not purchased under such Option shall revert to and again become\navailable for 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\n5.   ELIGIBILITY.\n\n     (a) Incentive Stock Options may be granted only to Employees. Nonstatutory\nStock Options may be granted only to Employees or Consultants.\n\n                                       7\n\n \n     (b)  A Director shall in no event be eligible for the benefits of the Plan\nunless at the time discretion is exercised in the selection of the Director as a\nperson to whom Options may be granted, or in the determination of the number of\nshares which may be covered by Options granted to the Director:  (i) the Board\nhas delegated its discretionary authority over the Plan to a Committee which\nconsists solely of Disinterested Persons; or (ii) the Plan otherwise complies\nwith the requirements of Rule 16b-3.  The Board shall otherwise comply with the\nrequirements of Rule 16b-3.  This subsection 5(b) shall not apply if the Board\nor Committee expressly declares that it shall not apply.\n\n     (c)  No person shall be eligible for the grant of an Incentive Stock Option\nif, at the time of grant, such person owns (or is deemed to own pursuant to\nSection 424(d) of the Code) stock possessing more than ten percent (10%) of the\ntotal combined voting power of all classes of stock of the Company or of any of\nits Affiliates unless the exercise price of such Option is at least one hundred\nten percent (110%) of the Fair Market Value of such stock at the date of grant\nand the Incentive Stock Option is not exercisable after the expiration of five\n(5) years from the date of grant.\n\n     (d)  Subject to the provisions of Section 10 relating to adjustments upon\nchanges in stock, no person shall be eligible to be granted Options covering\nmore than two hundred thousand (200,000) shares of the Company's common stock in\nany twelve (12) month period.\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\n\n                                       8\n\n \nshall include (through incorporation of provisions hereof by reference in the\nOption or otherwise) the substance 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.\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, (B)\naccording to a deferred payment or other arrangement (which may include, without\nlimiting the generality of the foregoing, the use of other common stock of the\nCompany) with the person to whom the Option is granted or to whom the Option is\ntransferred pursuant to subsection 6(d), or (C) in any other form of legal\nconsideration that may be acceptable to the Board.\n\n     In the case of any deferred payment arrangement, interest shall be\npayable at least annually and shall be charged at the minimum rate of interest\nnecessary to avoid the treatment as interest, under any applicable provisions of\nthe Code, 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\n\n                                       9\n\n \nshall be exercisable during the lifetime of the person to whom the Incentive\nStock Option is granted only by such person. A Nonstatutory Stock Option shall\nnot be transferable except by will or by the laws of descent and distribution or\npursuant to a qualified domestic relations order satisfying the requirements of\nRule 16b-3 and the rules thereunder (a 'QDRO'), and shall be exercisable during\nthe lifetime of the person to whom the Option is granted only by such person or\nany transferee pursuant to a QDRO. The person to whom the Option is granted may,\nby delivering written notice to the Company, in a form satisfactory to the\nCompany, designate a third party who, in the event of the death of the Optionee,\nshall thereafter be entitled to exercise the Option.\n\n     (e) VESTING. The total number of shares of stock subject to an Option may,\nbut need not, be allotted in periodic installments (which may, but need not, be\nequal). The Option Agreement may provide that from time to time during each of\nsuch installment periods, the Option may become exercisable ('vest') with\nrespect 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)  SECURITIES LAW COMPLIANCE.  The Company may require any Optionee, or\nany person to whom an Option is transferred under subsection 6(d), as a\ncondition of exercising any such Option, (1) to give written assurances\nsatisfactory to the Company as to the Optionee's\n\n                                       10\n\n \nknowledge and experience in financial and business matters and\/or to employ a\npurchaser 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 Option; and (2) to give\nwritten assurances satisfactory to the Company stating that such person is\nacquiring the stock subject to the Option for such person's own account and not\nwith any present intention of selling or otherwise distributing the stock. The\nforegoing requirements, and any assurances given pursuant to such requirements,\nshall be inoperative if (i) the issuance of the shares upon the exercise of the\nOption has been registered under a then currently effective registration\nstatement under the Securities Act of 1933, as amended (the 'Securities Act'),\nor (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     (g)  TERMINATION OF EMPLOYMENT OR RELATIONSHIP AS A CONSULTANT.  In the\nevent an Optionee's Continuous Status as an Employee or Consultant terminates\n(other than upon the Optionee's death or disability), the Optionee may exercise\nhis or her Option (to the extent that the Optionee was entitled to exercise it\nat the date of termination) but only within such period of time ending on the\nearlier of (i) the date thirty (30) days after the termination of the Optionee's\nContinuous Status as an Employee or Consultant, or such longer or shorter period\nspecified\n\n                                       11\n\n \nin the Option Agreement, or (ii) the expiration of the term of the Option as set\nforth in the Option Agreement. If, after termination, the Optionee does not\nexercise his or her Option within the time specified in the Option Agreement,\nthe Option shall terminate, and the shares covered by such Option shall revert\nto and again become available for issuance under the Plan.\n\n     (h)  DISABILITY OF OPTIONEE.  In the event an Optionee's Continuous Status\nas an Employee 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 one (1) year\nfollowing such termination (or such longer or shorter period specified\nin the Option Agreement), or (ii) the expiration of the term of the Option as\nset forth in the Option Agreement. If, at the date of termination, the Optionee\nis not 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     (i) 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 or Consultant, the Option may be exercised (to\nthe extent the Optionee was entitled to exercise the Option at the date of\ndeath) by the Optionee's estate, by a person who acquired the right to exercise\nthe Option by bequest or inheritance or by a person designated to exercise the\noption\n\n                                       12\n\n \nupon the Optionee's death pursuant to subsection 6(d), but only within the\nperiod ending on the earlier of (i) the date eighteen (18) months following the\ndate of death (or such longer or shorter period specified in the Option\nAgreement), or (ii) the expiration of the term of such Option as set forth in\nthe Option Agreement. If, at the time of death, the Optionee was not entitled to\nexercise his or her entire Option, the shares covered by the unexercisable\nportion of the Option shall revert to and again become available for issuance\nunder the Plan. If, after death, the Option is not exercised within the time\nspecified herein, the Option shall terminate, and the shares covered by such\nOption shall revert to and again become available for issuance under the Plan.\n\n     (j)  EARLY EXERCISE.  The Option may, but need not, include a provision\nwhereby the Optionee may elect at any time while an Employee or Consultant to\nexercise the Option as to any part or all of the shares subject to the Option\nprior to the full vesting of the Option.  Any unvested shares so purchased may\nbe subject to a repurchase right in favor of the Company or to any other\nrestriction the Board determines to be appropriate.\n\n     (k)  WITHHOLDING.  To the extent provided by the terms of an Option\nAgreement, the Optionee may satisfy any federal, state or local tax withholding\nobligation relating to the exercise of such Option by any of the following means\nor by a combination of such means:  (1) tendering a cash payment; (2)\nauthorizing the Company to withhold shares from the shares of the common stock\notherwise issuable to the Optionee as a result of the exercise of the Option; or\n(3) delivering to the Company owned and unencumbered shares of the common stock\nof the Company.\n\n                                       13\n\n \n7.   COVENANTS OF THE COMPANY.\n\n     (a)  During the terms of the Options, the Company shall keep available at\nall times the number of shares of stock required to satisfy such Options.\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 Options; provided, however,\nthat this undertaking shall not require the Company to register under the\nSecurities Act either the Plan, any Option or any stock issued or issuable\npursuant to any such Option.  If, after reasonable efforts, the Company is\nunable to obtain from any such regulatory commission or agency the authority\nwhich counsel for the Company deems necessary for the lawful issuance and sale\nof stock under the Plan, the Company shall be relieved from any liability for\nfailure to issue and sell stock upon exercise of such Options unless and until\nsuch authority is obtained.\n\n8.   USE OF PROCEEDS FROM STOCK.\n\n     Proceeds from the sale of stock pursuant to Options shall constitute\ngeneral funds of the Company.\n\n9.   MISCELLANEOUS.\n\n     (a)  The Board shall have the power to accelerate the time at which an\nOption may first be exercised or the time during which an Option or any part\nthereof will vest pursuant to subsection 6(e), notwithstanding the provisions in\nthe Option stating the time at which it may first be exercised or the time\nduring which it will vest.\n\n     (b)  Neither an Optionee nor any person to whom an Option is transferred\nunder subsection 6(d) shall be deemed to be the holder of,\n\n                                       14\n\n \nor to have any of the rights of a holder with respect to, any shares subject to\nsuch Option unless and until such person has satisfied all requirements for\nexercise of the Option pursuant to its terms.\n\n     (c)  Throughout the term of any Option, the Company shall make available to\nthe holder of such Option, not later than one hundred twenty (120) days after\nthe close of each of the Company's fiscal years during the Option term, upon\nrequest, such financial and other information regarding the Company as comprises\nthe annual report to the stockholders of the Company provided for in the bylaws\nof the Company.\n\n     (d)  Nothing in the Plan or any instrument executed or Option granted\npursuant thereto shall confer upon any Employee, Consultant or Optionee any\nright to continue in the employ of the Company or any Affiliate (or to continue\nacting as a Consultant) or shall affect the right of the Company or any\nAffiliate to terminate the employment or relationship as a Consultant of any\nEmployee, Consultant or Optionee with or without cause.\n\n     (e)  To the extent that the aggregate Fair Market Value (determined at the\ntime of grant) of stock with respect to which Incentive Stock Options granted\nafter 1986 are exercisable for the first time by any Optionee during any\ncalendar year under all plans of the Company and its Affiliates exceeds one\nhundred thousand dollars ($100,000), the Options or portions thereof which\nexceed such limit (according to the order in which they were granted) shall be\ntreated as Nonstatutory Stock Options.\n\n10.  ADJUSTMENTS UPON CHANGES IN STOCK.\n\n     (a)  If any change is made in the stock subject to the Plan, or subject to\nany Option (through merger, consolidation, reorganization, recapitalization,\nstock dividend, dividend in property other than cash,\n\n                                       15\n\n \nstock split, liquidating dividend, combination of shares, exchange of shares,\nchange in corporate structure or otherwise), the Plan will be appropriately\nadjusted in the class(es) and maximum number of shares subject to the Plan\npursuant to subsection 4(a) and the maximum number of shares subject to award to\nany person during any twelve (12) month period pursuant to subsection 5(d), and\nthe outstanding Options will be appropriately adjusted in the class(es) and\nnumber of shares and price per share of stock subject to such outstanding\nOptions.\n\n     (b) In the event of:  (1) a dissolution, liquidation or sale of\nsubstantially all of the assets of the Company; (2) a merger or consolidation in\nwhich the Company is not the surviving corporation; or (3) a reverse merger in\nwhich the Company is the surviving corporation but the shares of the Company's\ncommon stock outstanding immediately preceding the merger are converted by\nvirtue of the merger into other property, whether in the form of securities,\ncash or otherwise, then to the extent permitted by applicable law:  (i) any\nsurviving corporation shall assume any Options outstanding under the Plan or\nshall substitute similar Options for those outstanding under the Plan, or (ii)\nsuch Options shall continue in full force and effect.  In the event any\nsurviving corporation refuses to assume or continue such Options, or to\nsubstitute similar options for those outstanding under the Plan, then, with\nrespect to Options held by persons then performing services as Employees or\nConsultants, the time during which such Options may be exercised shall be\naccelerated and the Options terminated if not exercised prior to such event.\n\n                                       16\n\n \n11.  AMENDMENT OF THE PLAN AND OPTIONS.\n\n     (a)  The Board at any time, and from time to time, may amend the Plan.\nHowever, except as provided in Section 10 relating to adjustments upon changes\nin stock, no amendment shall be effective unless approved by the stockholders of\nthe Company within twelve (12) months before or after the adoption of the\namendment, where the amendment will:\n\n          (1) Increase the number of shares reserved for Options under the Plan;\n\n          (2) Modify the requirements as to eligibility for participation in the\nPlan (to the extent such modification requires stockholder approval in order for\nthe Plan to satisfy the requirements of Section 422 of the Code); or\n\n          (3) Modify the Plan in any other way if such modification requires\nstockholder approval in order for the Plan to satisfy the requirements of\nSection 422 of the Code or to comply with the requirements of Rule 16b-3.\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 Optionees with the\nmaximum benefits provided or to be provided under\n\n                                       17\n\n \nthe provisions of the Code and the regulations promulgated thereunder relating\nto Incentive Stock Options and\/or to bring the Plan and\/or Incentive Stock\nOptions granted under it into compliance therewith.\n\n     (d) Rights and obligations under any Option granted before amendment of the\nPlan shall not be impaired by any amendment of the Plan unless (i) the Company\nrequests the consent of the person to whom the Option was granted and (ii) such\nperson 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 Options; provided, however, that the rights and obligations\nunder any Option shall not be impaired by any such amendment unless (i) the\nCompany requests the consent of the person to whom the Option was granted and\n(ii) such person consents in writing.\n\n12.  TERMINATION OR SUSPENSION OF THE PLAN.\n\n     (a) The Board may suspend or terminate the Plan at any time. Unless sooner\nterminated, the Plan shall terminate on August 26, 2005, which shall be within\nten (10) years from the date the Plan is adopted by the Board or approved by the\nstockholders of the Company, whichever is earlier. No Options may be granted\nunder the Plan while the Plan is suspended or after it is terminated.\n\n     (b)  Rights and obligations under any Option granted while the Plan is in\neffect shall not be impaired by suspension or termination of the Plan, except\nwith the consent of the person to whom the Option was granted.\n\n13.  EFFECTIVE DATE OF PLAN.\n\n          The Plan shall become effective as determined by the Board, but no\nOptions granted under the Plan shall be exercised unless and until the Plan has\nbeen approved by the stockholders of the Company, which\n\n                                       18\n\n \napproval shall be within twelve (12) months before or after the date the Plan is\nadopted by the Board, and, if required, an appropriate permit has been issued by\nthe Commissioner of Corporations of the State of California.\n\n                                       19\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7328],"corporate_contracts_industries":[9514],"corporate_contracts_types":[9539,9545],"class_list":["post-40628","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-dionex-corp","corporate_contracts_industries-technology__test","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\/40628","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=40628"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40628"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40628"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40628"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}