{"id":40637,"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-plan-neomagic-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-plan-neomagic-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-plan-neomagic-corp.html","title":{"rendered":"Stock Plan – NeoMagic Corp."},"content":{"rendered":"

NEOMAGIC CORPORATION<\/strong><\/p>\n

\n

2003 STOCK PLAN<\/strong><\/p>\n

\n

(AS AMENDED AND RESTATED MAY 15, 2010)<\/strong><\/p>\n

\n<\/p>\n

1. Purposes of the Plan<\/u>. The purposes of this 2003 Stock Plan are:<\/p>\n<\/p>\n\n\n\n\n
\n

–<\/p>\n<\/td>\n

\n

to attract and retain the best available personnel for positions of
\nsubstantial responsibility,<\/p>\n<\/td>\n<\/tr>\n

\n

–<\/p>\n<\/td>\n

\n

to provide additional incentive to Employees, Directors and Consultants, and\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

–<\/p>\n<\/td>\n

\n

to promote the success of the Company’s business.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Options granted under the Plan may be Incentive Stock Options or Nonstatutory
\nStock Options, as determined by the Administrator at the time of grant. Stock
\nPurchase Rights and Stock Appreciation Rights may also be granted under the
\nPlan.<\/p>\n<\/p>\n<\/p>\n

2. Definitions<\/u>. As used herein, the following definitions will apply:\n<\/p>\n<\/p>\n<\/p>\n

(a) “Administrator” means the Board or any of its Committees as will be
\nadministering the Plan, in accordance with Section 4 of the Plan.<\/p>\n<\/p>\n<\/p>\n

(b) “Applicable Laws” means the requirements relating to the administration
\nof stock option plans under U.S. state corporate laws, U.S. federal and state
\nsecurities laws, the Code, any stock exchange or quotation system on which the
\nCommon Stock is listed or quoted and the applicable laws of any foreign country
\nor jurisdiction where Options or Stock Purchase Rights are, or will be, granted
\nunder the Plan.<\/p>\n<\/p>\n

(c) “Board” means the Board of Directors of the Company.<\/p>\n<\/p>\n<\/p>\n

(d) “Change in Control” means the occurrence of any of the following events:\n<\/p>\n<\/p>\n<\/p>\n

(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the
\nExchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the
\nExchange Act), directly or indirectly, of securities of the Company representing
\nfifty percent (50%) or more of the total voting power represented by the
\nCompany’s then outstanding voting securities; or<\/p>\n<\/p>\n

(ii) The consummation of the sale or disposition by the Company of all or
\nsubstantially all of the Company’s assets;<\/p>\n<\/p>\n<\/p>\n

(iii) A change in the composition of the Board occurring within a two-year
\nperiod, as a result of which fewer than a majority of the directors are
\nIncumbent Directors. “Incumbent Directors” means directors who either (A) are
\nDirectors as of the effective date of the Plan, or (B) are elected, or nominated
\nfor election, to the Board with the affirmative votes of at least a majority of
\nthe Incumbent Directors at the time of such election or nomination (but will not
\ninclude an individual whose election or nomination is in connection with an
\nactual or threatened proxy contest relating to the election of directors to the
\nCompany); or<\/p>\n<\/p>\n<\/p>\n

(iv) The consummation of a merger or consolidation of the Company with any
\nother corporation, other than a merger or consolidation which would result in
\nthe voting securities of the Company outstanding immediately prior thereto
\ncontinuing to represent (either by remaining outstanding or by being converted
\ninto voting securities of the surviving entity or its parent) at least fifty
\npercent (50%) of the total voting power represented by the voting securities of
\nthe Company or such surviving entity or its parent outstanding immediately after
\nsuch merger or consolidation.<\/p>\n<\/p>\n

(e) “Code” means the Internal Revenue Code of 1986, as amended.<\/p>\n<\/p>\n<\/p>\n

(f) “Committee” means a committee of Directors appointed by the Board in
\naccordance with Section 4 of the Plan.<\/p>\n<\/p>\n

\n<\/p>\n

(g) “Common Stock” means the common stock of the Company.<\/p>\n<\/p>\n<\/p>\n

(h) “Company” means NeoMagic Corporation, a Delaware corporation.<\/p>\n<\/p>\n<\/p>\n

(i) “Consultant” means any natural person, including an advisor, engaged by
\nthe Company or a Parent or Subsidiary to render services to such entity.<\/p>\n<\/p>\n<\/p>\n

(j) “Director” means a member of the Board.<\/p>\n<\/p>\n<\/p>\n

(k) “Disability” means total and permanent disability as defined in Section
\n22(e)(3) of the Code.<\/p>\n<\/p>\n<\/p>\n

(l) “Employee” means any person, including Officers and Directors, employed
\nby the Company or any Parent or Subsidiary of the Company. A Service Provider
\nwill not cease to be an Employee in the case of (i) any leave of absence
\napproved by the Company or (ii) transfers between locations of the Company or
\nbetween the Company, its Parent, any Subsidiary, or any successor. For purposes
\nof Incentive Stock Options, no such leave may exceed ninety days, unless
\nreemployment upon expiration of such leave is guaranteed by statute or contract.
\nIf reemployment upon expiration of a leave of absence approved by the Company is
\nnot so guaranteed, then three (3) months following the 91st day of such leave
\nany Incentive Stock Option held by the Optionee will cease to be treated as an
\nIncentive Stock Option and will be treated for tax purposes as a Nonstatutory
\nStock Option. Neither service as a Director nor payment of a director’s fee by
\nthe Company will be sufficient to constitute “employment” by the Company.<\/p>\n<\/p>\n<\/p>\n

(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended.<\/p>\n<\/p>\n<\/p>\n

(n) “Fair Market Value” means, as of any date, the value of Common Stock
\ndetermined as follows:<\/p>\n<\/p>\n<\/p>\n

(i) If the Common Stock is listed on any established stock exchange or a
\nnational market system, including without limitation the Nasdaq National Market
\nor The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value
\nwill be the closing sales price for such stock (or the closing bid, if no sales
\nwere reported) as quoted on such exchange or system on the day of determination,
\nas reported in The Wall Street Journal or such other source as the Administrator
\ndeems reliable;<\/p>\n<\/p>\n<\/p>\n

(ii) If the Common Stock is regularly quoted by a recognized securities
\ndealer but selling prices are not reported, the Fair Market Value of a Share of
\nCommon Stock will be the mean between the high bid and low asked prices for the
\nCommon Stock on the day of determination, as reported in The Wall Street Journal
\nor such other source as the Administrator deems reliable; or<\/p>\n<\/p>\n<\/p>\n

(iii) In the absence of an established market for the Common Stock, the Fair
\nMarket Value will be determined in good faith by the Administrator.<\/p>\n<\/p>\n<\/p>\n

(o) “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.<\/p>\n<\/p>\n<\/p>\n

(p) “Inside Director” means a Director who is an Employee.<\/p>\n<\/p>\n<\/p>\n

(q) “Nonstatutory Stock Option” means an Option not intended to qualify as an
\nIncentive Stock Option.<\/p>\n<\/p>\n<\/p>\n

(r) “Notice of Grant” means a written or electronic notice evidencing certain
\nterms and conditions of an individual Option or Stock Purchase Right grant. The
\nNotice of Grant is part of the Option Agreement.<\/p>\n<\/p>\n<\/p>\n

(s) “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.<\/p>\n<\/p>\n<\/p>\n

(t) “Option” means a stock option granted pursuant to the Plan.<\/p>\n<\/p>\n

\n

(u) “Option Agreement” means an agreement between the Company and an Optionee
\nevidencing the terms and conditions of an individual Option grant. The Option
\nAgreement is subject to the terms and conditions of the Plan.<\/p>\n<\/p>\n<\/p>\n

(v) “Optioned Stock” means the Common Stock subject to an Option, Stock
\nPurchase Right or Stock Appreciation Right.<\/p>\n<\/p>\n<\/p>\n

(w) “Optionee” means the holder of an outstanding Option, Stock Purchase
\nRight or Stock Appreciation Right granted under the Plan.<\/p>\n<\/p>\n<\/p>\n

(x) “Outside Director” means a Director who is not an Employee.<\/p>\n<\/p>\n<\/p>\n

(y) “Parent” means a “parent corporation,” whether now or hereafter existing,
\nas defined in Section 424(e) of the Code.<\/p>\n<\/p>\n<\/p>\n

(z) “Plan” means this 2003 Stock Plan.<\/p>\n<\/p>\n<\/p>\n

(aa) “Restricted Stock” means shares of Common Stock acquired pursuant to a
\ngrant of Stock Purchase Rights under Section 11 of the Plan or Shares of
\nrestricted stock issued pursuant to an Option.<\/p>\n<\/p>\n<\/p>\n

(bb) “Restricted Stock Purchase Agreement” means a written agreement between
\nthe Company and the Optionee evidencing the terms and restrictions applying to
\nstock purchased under a Stock Purchase Right. The Restricted Stock Purchase
\nAgreement is subject to the terms and conditions of the Plan and the Notice of
\nGrant.<\/p>\n<\/p>\n<\/p>\n

(cc) “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.<\/p>\n<\/p>\n<\/p>\n

(dd) “SAR Agreement” means an agreement between the Company and an Optionee
\nevidencing the terms and conditions of an individual SAR grant. The SAR
\nAgreement is subject to the terms and conditions of the Plan and the Notice of
\nGrant.<\/p>\n<\/p>\n<\/p>\n

(ee) “Stock Appreciation Right” or “SAR” means an award that pursuant to
\nSection 12 is designated as a SAR.<\/p>\n<\/p>\n<\/p>\n

(ff) “Section 16(b)” means Section 16(b) of the Exchange Act.<\/p>\n<\/p>\n<\/p>\n

(gg) “Service Provider” means an Employee, Director or Consultant.<\/p>\n<\/p>\n<\/p>\n

(hh) “Share” means a share of the Common Stock, as adjusted in accordance
\nwith Section 14 of the Plan.<\/p>\n<\/p>\n<\/p>\n

(ii) “Stock Purchase Right” means the right to purchase Common Stock pursuant
\nto Section 11 of the Plan, as evidenced by a Notice of Grant.<\/p>\n<\/p>\n<\/p>\n

(jj) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter
\nexisting, as defined in Section 424(f) of the Code.<\/p>\n<\/p>\n<\/p>\n

3. Stock Subject to the Plan<\/u>. Subject to the provisions of Section 14
\nof the Plan, the maximum aggregate number of Shares that may be optioned and
\nsold under the Plan is 20,000,000
\nShares.1<\/a>
\nThe Shares may be authorized, but unissued, or reacquired Common Stock.
\nNotwithstanding the foregoing, the Company may not grant more than 20% of the
\ntotal Shares reserved for issuance hereunder pursuant to Options, Stock Purchase
\nRights or Stock Appreciation Rights that have a per share exercise or purchase
\nprice that is less than Fair Market Value on the date of grant.<\/p>\n<\/p>\n

\n

1 Includes Shares issued under the Plan prior to May 15, 2010.<\/p>\n<\/p>\n

\n<\/p>\n

If an Option, Stock Purchase Right or Stock Appreciation Right expires or
\nbecomes unexercisable without having been exercised in full, the unpurchased
\nShares which were subject thereto will become available for future grant or sale
\nunder the Plan (unless the Plan has terminated); provided, however, that Shares
\nthat have actually been issued under the Plan, whether upon exercise of an
\nOption or right, will not be returned to the Plan and will not become available
\nfor future distribution under the Plan, except that if unvested Shares of
\nRestricted Stock are repurchased by the Company, such Shares will become
\navailable for future grant under the Plan.<\/p>\n<\/p>\n<\/p>\n

4. Administration of the Plan<\/u>.<\/p>\n<\/p>\n<\/p>\n

(a) Procedure.<\/p>\n<\/p>\n<\/p>\n

(i) Multiple Administrative Bodies. Different Committees with respect to
\ndifferent groups of Service Providers may administer the Plan.<\/p>\n<\/p>\n<\/p>\n

(ii) Section 162(m). To the extent that the Administrator determines it to be
\ndesirable to qualify Options granted hereunder as “performance-based
\ncompensation” within the meaning of Section 162(m) of the Code, the Plan will be
\nadministered by a Committee of two or more “outside directors” within the
\nmeaning of Section 162(m) of the Code.<\/p>\n<\/p>\n<\/p>\n

(iii) Rule 16b-3. To the extent desirable to qualify transactions hereunder
\nas exempt under Rule 16b-3, the transactions contemplated hereunder will be
\nstructured to satisfy the requirements for exemption under Rule 16b-3.<\/p>\n<\/p>\n<\/p>\n

(iv) Other Administration. Other than as provided above, the Plan will be
\nadministered by (A) the Board or (B) a Committee, which committee will be
\nconstituted to satisfy Applicable Laws.<\/p>\n<\/p>\n<\/p>\n

(b) Powers of the Administrator. Subject to the provisions of the Plan, and
\nin the case of a Committee, subject to the specific duties delegated by the
\nBoard to such Committee, the Administrator will have the authority, in its
\ndiscretion:<\/p>\n<\/p>\n<\/p>\n

(i) to determine the Fair Market Value;<\/p>\n<\/p>\n<\/p>\n

(ii) to select the Service Providers to whom Options, Stock Purchase Rights
\nand Stock Appreciation Rights may be granted hereunder;<\/p>\n<\/p>\n<\/p>\n

(iii) to determine the number of shares of Common Stock to be covered by each
\nOption, Stock Purchase Right and Stock Appreciation Right granted hereunder;<\/p>\n<\/p>\n<\/p>\n

(iv) to approve forms of agreement for use under the Plan;<\/p>\n<\/p>\n<\/p>\n

(v) to determine the terms and conditions, not inconsistent with the terms of
\nthe Plan, of any Option, Stock Purchase Right or Stock Appreciation Right
\ngranted hereunder. Such terms and conditions include, but are not limited to,
\nthe exercise price, the time or times when Options, Stock Purchase Rights and
\nStock Appreciation Rights may be exercised (which may be based on performance
\ncriteria), any vesting acceleration or waiver of forfeiture restrictions, and
\nany restriction or limitation regarding any Option, Stock Purchase Right or
\nStock Appreciation Right or the shares of Common Stock relating thereto, based
\nin each case on such factors as the Administrator, in its sole discretion, will
\ndetermine;<\/p>\n<\/p>\n<\/p>\n

(vi) to construe and interpret the terms of the Plan and awards granted
\npursuant to the Plan;<\/p>\n<\/p>\n<\/p>\n

(vii) to prescribe, amend and rescind rules and regulations relating to the
\nPlan, including rules and regulations relating to sub-plans established for the
\npurpose of satisfying applicable foreign laws;<\/p>\n<\/p>\n

\n<\/p>\n

(viii) to modify or amend each Option, Stock Purchase Right or Stock
\nAppreciation Right (subject to Section 16(c) of the Plan), including the
\ndiscretionary authority to extend the post-termination exercisability period of
\nOptions longer than is otherwise provided for in the Plan;<\/p>\n<\/p>\n<\/p>\n

(ix) to allow Optionees to satisfy withholding tax obligations by electing to
\nhave the Company withhold from the Shares to be issued upon exercise of an
\nOption, Stock Purchase Right or Stock Appreciation Right that number of Shares
\nhaving a Fair Market Value equal to the minimum amount required to be withheld.
\nThe Fair Market Value of the Shares to be withheld will be determined on the
\ndate that the amount of tax to be withheld is to be determined. All elections by
\nan Optionee to have Shares withheld for this purpose will be made in such form
\nand under such conditions as the Administrator may deem necessary or advisable;\n<\/p>\n<\/p>\n<\/p>\n

(x) to authorize any person to execute on behalf of the Company any
\ninstrument required to effect the grant of an Option, Stock Purchase Right or
\nStock Appreciation Right previously granted by the Administrator;<\/p>\n<\/p>\n<\/p>\n

(xi) to make all other determinations deemed necessary or advisable for
\nadministering the Plan.<\/p>\n<\/p>\n

(c) Effect of Administrator’s Decision. The Administrator’s decisions,
\ndeterminations and interpretations will be final and binding on all Optionees
\nand any other holders of Options, Stock Purchase Rights or Stock Appreciation
\nRights.<\/p>\n<\/p>\n<\/p>\n

5. Eligibility<\/u>. Nonstatutory Stock Options, Stock Purchase Rights and
\nStock Appreciation Rights may be granted to Service Providers. Incentive Stock
\nOptions may be granted only to Employees.<\/p>\n<\/p>\n

6. Limitations<\/u>.<\/p>\n<\/p>\n<\/p>\n

(a) Each Option will be designated in the Option Agreement as either an
\nIncentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding
\nsuch designation, to the extent that the aggregate Fair Market Value of the
\nShares with respect to which Incentive Stock Options are exercisable for the
\nfirst time by the Optionee during any calendar year (under all plans of the
\nCompany and any Parent or Subsidiary) exceeds $100,000, such Options will be
\ntreated as Nonstatutory Stock Options. For purposes of this Section 6(a),
\nIncentive Stock Options will be taken into account in the order in which they
\nwere granted. The Fair Market Value of the Shares will be determined as of the
\ntime the Option with respect to such Shares is granted.<\/p>\n<\/p>\n<\/p>\n

(b) Neither the Plan nor any Option, Stock Purchase Right or Stock
\nAppreciation Right will confer upon an Optionee any right with respect to
\ncontinuing the Optionee’s relationship as a Service Provider with the Company,
\nnor will they interfere in any way with the Optionee’s right or the Company’s
\nright to terminate such relationship at any time, with or without cause.<\/p>\n<\/p>\n<\/p>\n

(c) The following limitations will apply to grants of Options:<\/p>\n<\/p>\n<\/p>\n

(i) No Service Provider will be granted, in any fiscal year of the Company,
\nOptions to purchase more than 5,000,000 Shares.<\/p>\n<\/p>\n<\/p>\n

(ii) In connection with his or her initial service, a Service Provider may be
\ngranted Options to purchase up to an additional 200,000 Shares, which will not
\ncount against the limit set forth in subsection (i) above.<\/p>\n<\/p>\n<\/p>\n

(iii) The foregoing limitations will be adjusted proportionately in
\nconnection with any change in the Company’s capitalization as described in
\nSection 14.<\/p>\n<\/p>\n<\/p>\n

(iv) If an Option is cancelled in the same fiscal year of the Company in
\nwhich it was granted (other than in connection with a transaction described in
\nSection 14), the cancelled Option will be counted against the limits set forth
\nin subsections (i) and (ii) above. For this purpose, if the exercise price of an
\nOption is reduced, the transaction will be treated as a cancellation of the
\nOption and the grant of a new Option.<\/p>\n<\/p>\n

\n<\/p>\n

7. Term of Plan<\/u>. Subject to Section 20 of the Plan, the Plan will
\nbecome effective upon its adoption by the Board. It will continue in effect for
\na term of ten (10) years unless terminated earlier under Section 16 of the Plan.\n<\/p>\n<\/p>\n

8. Term of Option<\/u>. The term of each Option will be stated in the
\nOption Agreement. In the case of an Incentive Stock Option, the term will be ten
\n(10) years from the date of grant or such shorter term as may be provided in the
\nOption Agreement. Moreover, in the case of an Incentive Stock Option granted to
\nan Optionee who, at the time the Incentive Stock Option is granted, owns stock
\nrepresenting more than ten percent (10%) of the total combined voting power of
\nall classes of stock of the Company or any Parent or Subsidiary, the term of the
\nIncentive Stock Option will be five (5) years from the date of grant or such
\nshorter term as may be provided in the Option Agreement.<\/p>\n<\/p>\n

9. Option Exercise Price and Consideration<\/u>.<\/p>\n<\/p>\n<\/p>\n

(a) Exercise Price. The per share exercise price for the Shares to be issued
\npursuant to exercise of an Option will be determined by the Administrator,
\nsubject to the following:<\/p>\n<\/p>\n

(i) In the case of an Incentive Stock Option<\/p>\n<\/p>\n<\/p>\n

(1) granted to an Employee who, at the time the Incentive Stock Option is
\ngranted, owns stock representing more than ten percent (10%) of the voting power
\nof all classes of stock of the Company or any Parent or Subsidiary, the per
\nShare exercise price will be no less than 110% of the Fair Market Value per
\nShare on the date of grant.<\/p>\n<\/p>\n<\/p>\n

(2) granted to any Employee other than an Employee described in paragraph (A)
\nimmediately above, the per Share exercise price will be no less than 100% of the
\nFair Market Value per Share on the date of grant.<\/p>\n<\/p>\n<\/p>\n

(ii) In the case of a Nonstatutory Stock Option, the per Share exercise price
\nwill be determined by the Administrator. In the case of a Nonstatutory Stock
\nOption intended to qualify as “performance-based compensation” within the
\nmeaning of Section 162(m) of the Code, the per Share exercise price will be no
\nless than 100% of the Fair Market Value per Share on the date of grant.<\/p>\n<\/p>\n<\/p>\n

(iii) Notwithstanding the foregoing, Options may be granted with a per Share
\nexercise price of less than 100% of the Fair Market Value per Share on the date
\nof grant pursuant to a merger or other corporate transaction.<\/p>\n<\/p>\n<\/p>\n

(b) Waiting Period and Exercise Dates. At the time an Option is granted, the
\nAdministrator will fix the period within which the Option may be exercised and
\nwill determine any conditions that must be satisfied before the Option may be
\nexercised.<\/p>\n<\/p>\n

(c) Form of Consideration. The Administrator will determine the acceptable
\nform of consideration for exercising an Option, including the method of payment.
\nIn the case of an Incentive Stock Option, the Administrator will determine the
\nacceptable form of consideration at the time of grant. Such consideration may
\nconsist entirely of:<\/p>\n<\/p>\n<\/p>\n

(i) cash;<\/p>\n<\/p>\n<\/p>\n

(ii) check;<\/p>\n<\/p>\n<\/p>\n

(iii) promissory note;<\/p>\n<\/p>\n

\n<\/p>\n

(iv) other Shares, provided Shares acquired directly or indirectly from the
\nCompany, (A) have been vested and owned by the Optionee for more than six (6)
\nmonths on the date of surrender, and (B) have a Fair Market Value on the date of
\nsurrender equal to the aggregate exercise price of the Shares as to which said
\nOption will be exercised;<\/p>\n<\/p>\n<\/p>\n

(v) consideration received by the Company under a cashless exercise program
\nimplemented by the Company in connection with the Plan;<\/p>\n<\/p>\n<\/p>\n

(vi) a reduction in the amount of any Company liability to the Optionee,
\nincluding any liability attributable to the Optionee’s participation in any
\nCompany-sponsored deferred compensation program or arrangement;<\/p>\n<\/p>\n<\/p>\n

(vii) any combination of the foregoing methods of payment; or<\/p>\n<\/p>\n<\/p>\n

(viii) such other consideration and method of payment for the issuance of
\nShares to the extent permitted by Applicable Laws.<\/p>\n<\/p>\n

10. Exercise of Option<\/u>.<\/p>\n<\/p>\n

(a) Procedure for Exercise; Rights as a Stockholder. Any Option granted
\nhereunder will be exercisable according to the terms of the Plan and at such
\ntimes and under such conditions as determined by the Administrator and set forth
\nin the Option Agreement. Unless the Administrator provides otherwise, vesting of
\nOptions granted hereunder will be suspended during any unpaid leave of absence.
\nAn Option may not be exercised for a fraction of a Share.<\/p>\n<\/p>\n<\/p>\n

An Option will be deemed exercised when the Company receives: (i) written or
\nelectronic notice of exercise (in accordance with the Option Agreement) from the
\nperson entitled to exercise the Option, and (ii) full payment for the Shares
\nwith respect to which the Option is exercised. Full payment may consist of any
\nconsideration and method of payment authorized by the Administrator and
\npermitted by the Option Agreement and the Plan. Shares issued upon exercise of
\nan Option will be issued in the name of the Optionee or, if requested by the
\nOptionee, in the name of the Optionee and his or her spouse. Until the Shares
\nare issued (as evidenced by the appropriate entry on the books of the Company or
\nof a duly authorized transfer agent of the Company), no right to vote or receive
\ndividends or any other rights as a stockholder will exist with respect to the
\nOptioned Stock, notwithstanding the exercise of the Option. The Company will
\nissue (or cause to be issued) such Shares promptly after the Option is
\nexercised. No adjustment will be made for a dividend or other right for which
\nthe record date is prior to the date the Shares are issued, except as provided
\nin Section 14 of the Plan.<\/p>\n<\/p>\n<\/p>\n

Exercising an Option in any manner will decrease the number of Shares
\nthereafter available, both for purposes of the Plan and for sale under the
\nOption, by the number of Shares as to which the Option is exercised.<\/p>\n<\/p>\n<\/p>\n

(b) Termination of Relationship as a Service Provider. If an Optionee ceases
\nto be a Service Provider, other than upon the Optionee’s death or Disability,
\nthe Optionee may exercise his or her Option within such period of time as is
\nspecified in the Option Agreement to the extent that the Option is vested on the
\ndate of termination (but in no event later than the expiration of the term of
\nsuch Option as set forth in the Option Agreement). In the absence of a specified
\ntime in the Option Agreement, the Option will remain exercisable for three (3)
\nmonths following the Optionee’s termination. Unless otherwise provided by the
\nAdministrator, if on the date of termination the Optionee is not vested as to
\nhis or her entire Option, the Shares covered by the unvested portion of the
\nOption will revert to the Plan. If after termination the Optionee does not
\nexercise his or her Option within the time specified by the Administrator, the
\nOption will terminate, and the Shares covered by such Option will revert to the
\nPlan.<\/p>\n<\/p>\n

\n<\/p>\n

(c) Disability of Optionee. If an Optionee ceases to be a Service Provider as
\na result of the Optionee’s Disability, the Optionee may exercise his or her
\nOption within such period of time as is specified in the Option Agreement to the
\nextent the Option is vested on the date of termination (but in no event later
\nthan the expiration of the term of such Option as set forth in the Option
\nAgreement). In the absence of a specified time in the Option Agreement, the
\nOption will remain exercisable for twelve (12) months following the Optionee’s
\ntermination. Unless otherwise provided by the Administrator, if on the date of
\ntermination the Optionee is not vested as to his or her entire Option, the
\nShares covered by the unvested portion of the Option will revert to the Plan. If
\nafter termination the Optionee does not exercise his or her Option within the
\ntime specified herein, the Option will terminate, and the Shares covered by such
\nOption will revert to the Plan.<\/p>\n<\/p>\n<\/p>\n

(d) Death of Optionee. If an Optionee dies while a Service Provider, the
\nOption may be exercised following the Optionee’s death within such period of
\ntime as is specified in the Option Agreement to the extent that the Option is
\nvested on the date of death (but in no event may the option be exercised later
\nthan the expiration of the term of such Option as set forth in the Option
\nAgreement), by the Optionee’s designated beneficiary, provided such beneficiary
\nhas been designated prior to Optionee’s death in a form acceptable to the
\nAdministrator. If no such beneficiary has been designated by the Optionee, then
\nsuch Option may be exercised by the personal representative of the Optionee’s
\nestate or by the person(s) to whom the Option is transferred pursuant to the
\nOptionee’s will or in accordance with the laws of descent and distribution. In
\nthe absence of a specified time in the Option Agreement, the Option will remain
\nexercisable for twelve (12) months following Optionee’s death. Unless otherwise
\nprovided by the Administrator, if at the time of death Optionee is not vested as
\nto his or her entire Option, the Shares covered by the unvested portion of the
\nOption will immediately revert to the Plan. If the Option is not so exercised
\nwithin the time specified herein, the Option will terminate, and the Shares
\ncovered by such Option will revert to the Plan.<\/p>\n<\/p>\n<\/p>\n

11. Stock Purchase Rights<\/u>.<\/p>\n<\/p>\n<\/p>\n

(a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in
\naddition to, or in tandem with other awards granted under the Plan and\/or cash
\nawards made outside of the Plan. After the Administrator determines that it will
\noffer Stock Purchase Rights under the Plan, it will advise the offeree in
\nwriting or electronically, by means of a Notice of Grant, of the terms,
\nconditions and restrictions related to the offer, including the number of Shares
\nthat the offeree will be entitled to purchase, the price to be paid, and the
\ntime within which the offeree must accept such offer. The offer will be accepted
\nby execution of a Restricted Stock Purchase Agreement in the form determined by
\nthe Administrator.<\/p>\n<\/p>\n<\/p>\n

(b) Repurchase Option. Unless the Administrator determines otherwise, the
\nRestricted Stock Purchase Agreement will grant the Company a repurchase option
\nexercisable upon the voluntary or involuntary termination of the purchaser’s
\nservice with the Company for any reason (including death or Disability). The
\npurchase price for Shares repurchased pursuant to the Restricted Stock Purchase
\nAgreement will be the original price paid by the purchaser and may be paid by
\ncancellation of any indebtedness of the purchaser to the Company. The repurchase
\noption will lapse at a rate determined by the Administrator.<\/p>\n<\/p>\n<\/p>\n

(c) Other Provisions. The Restricted Stock Purchase Agreement will contain
\nsuch other terms, provisions and conditions not inconsistent with the Plan as
\nmay be determined by the Administrator in its sole discretion.<\/p>\n<\/p>\n<\/p>\n

(d) Rights as a Stockholder. Once the Stock Purchase Right is exercised, the
\npurchaser will have the rights equivalent to those of a stockholder, and will be
\na stockholder when his or her purchase is entered upon the records of the duly
\nauthorized transfer agent of the Company. No adjustment will be made for a
\ndividend or other right for which the record date is prior to the date the Stock
\nPurchase Right is exercised, except as provided in Section 14 of the Plan.<\/p>\n<\/p>\n<\/p>\n

12. Stock Appreciation Rights<\/u>. Each SAR grant will be evidenced by a
\nSAR Agreement that will specify the terms of the SAR, the conditions of
\nexercise, the expiration date, and such other terms and conditions as the
\nAdministrator, in its sole discretion, will determine. Notwithstanding the
\nforegoing, the rules of Sections 9(c) and 10 of the Plan also will apply to
\nSARs. Upon exercise of a SAR, an Optionee will be entitled to receive a payment
\nfrom the Company (at the discretion of the Administrator, in cash, in Shares of
\nequivalent value, or in some combination thereof) in an amount determined by
\nmultiplying (i) the difference between the Fair Market Value of a Share on the
\ndate of exercise over the exercise price, by (ii) the number of Shares with
\nrespect to which the SAR is exercised.<\/p>\n<\/p>\n

\n<\/p>\n

13. Transferability of Options, Stock Purchase Rights and Stock
\nAppreciation Rights<\/u>. Unless determined otherwise by the Administrator, an
\nOption, Stock Purchase Right or Stock Appreciation Right may not be sold,
\npledged, assigned, hypothecated, transferred, or disposed of in any manner other
\nthan by will or by the laws of descent or distribution and may be exercised,
\nduring the lifetime of the Optionee, only by the Optionee. If the Administrator
\nmakes an Option, Stock Purchase Right or Stock Appreciation Right transferable,
\nsuch Option, Stock Purchase Right or Stock Appreciation Right will contain such
\nadditional terms and conditions as the Administrator deems appropriate.<\/p>\n<\/p>\n<\/p>\n

14. Adjustments; Dissolution or Liquidation; Merger or Change in
\nControl<\/u>.<\/p>\n<\/p>\n<\/p>\n

(a) Adjustments. In the event that any dividend or other distribution
\n(whether in the form of cash, Shares, other securities, or other property),
\nrecapitalization, stock split, reverse stock split, reorganization, merger,
\nconsolidation, split-up, spin-off, combination, repurchase, or exchange of
\nShares or other securities of the Company, or other change in the corporate
\nstructure of the Company affecting the Shares occurs, the Administrator, in
\norder to prevent diminution or enlargement of the benefits or potential benefits
\nintended to be made available under the Plan, may (in its sole discretion)
\nadjust the number and class of Shares that may be delivered under the Plan
\nand\/or the number, class, and price of Shares covered by each outstanding
\nOption, Stock Purchase Right or Stock Appreciation Right, as well as the
\nnumerical Share limits in Section 6 of the Plan.<\/p>\n<\/p>\n<\/p>\n

(b) Dissolution or Liquidation. In the event of the proposed dissolution or
\nliquidation of the Company, the Administrator will notify each Optionee as soon
\nas practicable prior to the effective date of such proposed transaction. The
\nAdministrator in its discretion may provide for an Optionee to have the right to
\nexercise his or her Option or Stock Appreciation Right until ten (10) days prior
\nto such transaction as to all of the Optioned Stock covered thereby, including
\nShares as to which the Option or Stock Appreciation Right would not otherwise be
\nexercisable. In addition, the Administrator may provide that any Company
\nrepurchase option applicable to any Shares purchased upon exercise of an Option
\nor Stock Purchase Right will lapse as to all such Shares, provided the proposed
\ndissolution or liquidation takes place at the time and in the manner
\ncontemplated. To the extent it has not been previously exercised, an Option,
\nStock Purchase Right or Stock Appreciation Right will terminate immediately
\nprior to the consummation of such proposed action.<\/p>\n<\/p>\n<\/p>\n

(c) Merger or Change in Control. In the event of a merger of the Company with
\nor into another corporation, or a Change in Control, each outstanding Option,
\nStock Purchase Right and Stock Appreciation Right will be assumed or an
\nequivalent option or right substituted by the successor corporation or a Parent
\nor Subsidiary of the successor corporation. In the event that the successor
\ncorporation refuses to assume or substitute for the Option, Stock Purchase Right
\nor Stock Appreciation Right, the Optionee will fully vest in and have the right
\nto exercise the Option, Stock Purchase Right or Stock Appreciation Right as to
\nall of the Optioned Stock, including Shares as to which it would not otherwise
\nbe vested or exercisable. If an Option, Stock Purchase Right or Stock
\nAppreciation Right becomes fully vested and exercisable in lieu of assumption or
\nsubstitution in the event of a merger or Change in Control, the Administrator
\nwill notify the Optionee in writing or electronically that the Option, Stock
\nPurchase Right or Stock Appreciation Right will be fully vested and exercisable
\nfor a period of fifteen (15) days from the date of such notice, and the Option,
\nStock Purchase Right or Stock Appreciation Right will terminate upon the
\nexpiration of such period.<\/p>\n<\/p>\n

\n<\/p>\n

For the purposes of this subsection (c), the Option, Stock Purchase Right or
\nStock Appreciation Right will be considered assumed if, following the merger or
\nChange in Control, the option or right confers the right to purchase or receive,
\nfor each Share subject to the Option, Stock Purchase Right or Stock Appreciation
\nRight immediately prior to the merger or Change in Control, the consideration
\n(whether stock, cash, or other securities or property) or, in the case of a
\nStock Appreciation Right upon the exercise of which the Administrator determines
\nto pay cash, the fair market value of the consideration, received in the merger
\nor Change in Control by holders of Common Stock for each Share held on the
\neffective date of the transaction (and if holders were offered a choice of
\nconsideration, the type of consideration chosen by the holders of a majority of
\nthe outstanding Shares); provided, however, that if such consideration received
\nin the merger or Change in Control is not solely common stock of the successor
\ncorporation or its Parent, the Administrator may, with the consent of the
\nsuccessor corporation, provide for the consideration to be received upon the
\nexercise of the Option, Stock Purchase Right or Stock Appreciation Right, for
\neach Share subject to the Option, Stock Purchase Right or Stock Appreciation
\nRight, to be solely common stock of the successor corporation or its Parent
\nequal in fair market value to the per share consideration received by holders of
\nCommon Stock in the merger or Change in Control.<\/p>\n<\/p>\n

15. Date of Grant<\/u>. The date of grant of an Option, Stock Purchase
\nRight or Stock Appreciation Right will be, for all purposes, the date on which
\nthe Administrator makes the determination granting such Option, Stock Purchase
\nRight or Stock Appreciation Right, or such other later date as is determined by
\nthe Administrator. Notice of the determination will be provided to each Optionee
\nwithin a reasonable time after the date of such grant.<\/p>\n<\/p>\n

16. Amendment and Termination of the Plan<\/u>.<\/p>\n<\/p>\n<\/p>\n

(a) Amendment and Termination. The Board may at any time amend, alter,
\nsuspend or terminate the Plan.<\/p>\n<\/p>\n<\/p>\n

(b) Stockholder Approval. The Company will obtain stockholder approval of any
\nPlan amendment to the extent necessary and desirable to comply with Applicable
\nLaws.<\/p>\n<\/p>\n<\/p>\n

(c) Effect of Amendment or Termination. No amendment, alteration, suspension
\nor termination of the Plan will impair the rights of any Optionee, unless
\nmutually agreed otherwise between the Optionee and the Administrator, which
\nagreement must be in writing and signed by the Optionee and the Company.
\nTermination of the Plan will not affect the Administrator’s ability to exercise
\nthe powers granted to it hereunder with respect to Options, Stock Purchase
\nRights and Stock Appreciation Rights granted under the Plan prior to the date of
\nsuch termination.<\/p>\n<\/p>\n<\/p>\n

17. Conditions Upon Issuance of Shares<\/u>.<\/p>\n<\/p>\n<\/p>\n

(a) Legal Compliance. Shares will not be issued pursuant to the exercise of
\nan Option, Stock Purchase Right or Stock Appreciation Right unless the exercise
\nof such Option, Stock Purchase Right or Stock Appreciation Right and the
\nissuance and delivery of such Shares will comply with Applicable Laws and will
\nbe further subject to the approval of counsel for the Company with respect to
\nsuch compliance.<\/p>\n<\/p>\n<\/p>\n

(b) Investment Representations. As a condition to the exercise of an Option,
\nStock Purchase Right or Stock Appreciation Right, the Company may require the
\nperson exercising such Option, Stock Purchase Right or Stock Appreciation Right
\nto represent and warrant at the time of any such exercise that the Shares are
\nbeing purchased only for investment and without any present intention to sell or
\ndistribute such Shares if, in the opinion of counsel for the Company, such a
\nrepresentation is required.<\/p>\n<\/p>\n<\/p>\n

18. Inability to Obtain Authority<\/u>. The inability of the Company to
\nobtain authority from any regulatory body having jurisdiction, which authority
\nis deemed by the Company’s counsel to be necessary to the lawful issuance and
\nsale of any Shares hereunder, will relieve the Company of any liability in
\nrespect of the failure to issue or sell such Shares as to which such requisite
\nauthority will not have been obtained.<\/p>\n<\/p>\n<\/p>\n

19. Reservation of Shares<\/u>. The Company, during the term of this Plan,
\nwill at all times reserve and keep available such number of Shares as will be
\nsufficient to satisfy the requirements of the Plan.<\/p>\n<\/p>\n<\/p>\n

20. Stockholder Approval<\/u>. The Plan will be subject to approval by the
\nstockholders of the Company within twelve (12) months after the date the Plan is
\nadopted. Such stockholder approval will be obtained in the manner and to the
\ndegree required under Applicable Laws.<\/p>\n<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8317],"corporate_contracts_industries":[9512],"corporate_contracts_types":[9539,9545],"class_list":["post-40637","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-neomagic-corp","corporate_contracts_industries-technology__semiconductors","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\/40637","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=40637"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40637"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40637"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40637"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}