exv99w1
Exhibit 99.1
Altos Design Automation, Inc.
2006 STOCK PLAN
(as amended December 23, 2009)
1. Purposes of the Plan. The purposes of this Plan are to attract and retain
the best available personnel for positions of substantial responsibility, to provide
additional incentive to Employees, Directors and Consultants and to promote the success of
the Companys business. Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock
Purchase Rights may also be granted under the Plan.
2. Definitions. As used herein, the following definitions shall apply:
(a) Administrator means the Board or any of its Committees as shall be
administering the Plan in accordance with Section 4 hereof.
(b) Applicable Laws means the requirements relating to the administration of
stock option plans under U.S. state corporate laws, U.S. federal and state securities laws,
the Code, any stock exchange or quotation system on which the Common Stock is listed or
quoted and the applicable laws of any other country or jurisdiction where Options or Stock
Purchase Rights are granted under the Plan.
(c) Board means the Board of Directors of the Company.
(d) Change in Control means the occurrence of any of the following events:
(i) Any person (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) becomes the beneficial owner (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing fifty percent (50%) or
more of the total voting power represented by the Companys then outstanding voting
securities, except that any change in the beneficial ownership of the securities of the
Company as a result of a private financing of the Company that is approved by the Board,
shall not be deemed to be a Change in Control; or
(ii) The consummation of the sale or disposition by the Company of all or
substantially all of the Companys assets; or
(iii) The consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity or its parent
outstanding immediately after such merger or consolidation.
(e) Code means the Internal Revenue Code of 1986, as amended. Any reference
to a section of the Code herein will be a reference to any successor or amended section of
the Code.
(f) Committee means a committee of Directors or of other individuals
satisfying Applicable Laws appointed by the Board in accordance with Section 4 hereof.
(g) Common Stock means the Common Stock of the Company.
(h) Company means Altos Design Automation, Inc., a Delaware corporation.
(i) Consultant means any person who is engaged by the Company or any Parent
or Subsidiary to render consulting or advisory services to such entity.
(j) Director means a member of the Board.
(k) Disability means total and permanent disability as defined in Section
22(e)(3) of the Code.
(l) Employee means any person, including officers and Directors, employed by
the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor
payment of a directors fee by the Company shall be sufficient to constitute employment
by the Company.
(m) Exchange Act means the Securities Exchange Act of 1934, as amended.
(n) Exchange Program means a program under which (a) outstanding Options are
surrendered or cancelled in exchange for Options of the same type (which may have lower
exercise prices and different terms), Options of a different type, and/or cash, and/or (b)
the exercise price of an outstanding Option is reduced. The terms and conditions of any
Exchange Program will be determined by the Administrator in its sole discretion.
(o) Fair Market Value means, as of any date, the value of Common Stock
determined as follows:
(i) If the Common Stock is listed on any established stock exchange or a national
market system, including without limitation the Nasdaq National Market or The Nasdaq
SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing
sales price for such stock (or the closing bid, if no sales were reported) as quoted on
such exchange or system on the day of determination, as reported in The Wall Street Journal
or such other source as the Administrator deems reliable;
(ii) If the Common Stock is regularly quoted by a recognized securities dealer but
selling prices are not reported, its Fair Market Value shall be the mean between the high
bid and low asked prices for the Common Stock on the day of determination; or
(iii) In the absence of an established market for the Common Stock, the Fair Market
Value thereof shall be determined in good faith by the Administrator.
(p) Incentive Stock Option means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.
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(q) Nonstatutory Stock Option means an Option not intended to qualify as an
Incentive Stock Option.
(r) Option means a stock option granted pursuant to the Plan.
(s) Option Agreement means a written or electronic agreement between the
Company and an Optionee evidencing the terms and conditions of an individual Option grant.
The Option Agreement is subject to the terms and conditions of the Plan.
(t) Optioned Stock means the Common Stock subject to an Option or a Stock
Purchase Right.
(u) Optionee means the holder of an outstanding Option or Stock Purchase
Right granted under the Plan.
(v) Parent means a parent corporation, whether now or hereafter existing,
as defined in Section 424(e) of the Code.
(w) Plan means this 2006 Stock Plan.
(x) Restricted Stock means Shares issued pursuant to a Stock Purchase Right
or Shares of restricted stock issued pursuant to an Option.
(y) Restricted Stock Purchase Agreement means a written or electronic
agreement between the Company and the Optionee evidencing the terms and restrictions
applying to Shares purchased under a Stock Purchase Right. The Restricted Stock Purchase
Agreement is subject to the terms and conditions of the Plan and the notice of grant.
(z) Securities Act means the Securities Act of 1933, as amended.
(aa) Service Provider means an Employee, Director or Consultant.
(bb) Share means a share of the Common Stock, as adjusted in accordance with
Section 13 below.
(cc) Stock Purchase Right means a right to purchase Common Stock pursuant to
Section 11 below.
(dd) Subsidiary means a subsidiary corporation, whether now or hereafter
existing, as defined in Section 424(f) of the Code.
3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the
Plan, the maximum aggregate number of Shares that may be subject to Options or Stock
Purchase Rights and sold under the Plan is 2,254,360 Shares (post the April 2006 3,333.33
for one stock split). The Shares may be authorized but unissued, or reacquired Common
Stock.
If an Option or Stock Purchase Right expires or becomes unexercisable without having been
exercised in full, or is surrendered pursuant to an Exchange Program, the unpurchased
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Shares that were subject thereto shall become available for future grant or sale under the Plan
(unless the Plan has terminated). However, Shares that have actually been issued under the Plan,
upon exercise of either an Option or Stock Purchase Right, shall not be returned to the Plan and
shall not become available for future distribution under the Plan, except that if unvested Shares
of Restricted Stock are repurchased by the Company at their original purchase price, such Shares
shall become available for future grant under the Plan.
4. Administration of the Plan.
(a) Administrator. The Plan shall be administered by the Board or a Committee
appointed by the Board, which Committee shall be constituted to comply with Applicable
Laws.
(b) Powers of the Administrator. Subject to the provisions of the Plan and, in
the case of a Committee, the specific duties delegated by the Board to such Committee, and
subject to the approval of any relevant authorities, the Administrator shall have the
authority in its discretion:
(i) to determine the Fair Market Value;
(ii) to select the Service Providers to whom Options and Stock Purchase Rights may
from time to time be granted hereunder;
(iii) to determine the number of Shares to be covered by each such award granted
hereunder;
(iv) to approve forms of agreement for use under the Plan;
(v) to determine the terms and conditions of any Option or Stock Purchase Right
granted hereunder. Such terms and conditions include, but are not limited to, the exercise
price, the time or times when Options or Stock Purchase Rights may be exercised (which may
be based on performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Option or Stock Purchase
Right or the Common Stock relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine; provided, however, that unless
otherwise determined by the Administrator, any extension of the term or exercise period of
an Award shall comply with Section 409A of the Code;
(vi) to institute an Exchange Program;
(vii) to prescribe, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub-plans established for the purpose of
satisfying applicable foreign laws;
(viii) to allow Optionees to satisfy withholding tax obligations by electing to have
the Company withhold from the Shares to be issued upon exercise of an Option or Stock
Purchase Right that number of Shares having a Fair Market Value equal to the minimum amount
required to be withheld. The Fair Market Value of the Shares to be withheld shall be
determined on the date that the amount of tax to be withheld is to be determined. All
elections by Optionees to have Shares withheld for this purpose shall be made in such form
and under such conditions as the Administrator may deem necessary or advisable; and
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(ix) to construe and interpret the terms of the Plan and Options granted pursuant to
the Plan.
(c) Effect of Administrators Decision. All decisions, determinations and
interpretations of the Administrator shall be final and binding on all Optionees.
(d) Section 409A. Unless otherwise determined by the Administrator, the
Administrator shall comply with Section 409A of the Code in taking or permitting such
actions under the terms of the Plan that would result in a deferral of compensation subject
to Section 209A of the Code.
5. Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may be
granted to Service Providers. Incentive Stock Options may be granted only to Employees.
6. Limitations.
(a) Incentive Stock Option Limit. Each Option shall be designated in the
Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.
However, notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are exercisable for the
first time by the Optionee during any calendar year (under all plans of the Company and any
Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock
Options. For purposes of this Section 6(a), Incentive Stock Options shall be taken into
account in the order in which they were granted. The Fair Market Value of the Shares shall
be determined as of the time the Option with respect to such Shares is granted.
(b) At-Will Employment. Neither the Plan nor any Option or Stock Purchase
Right shall confer upon any Optionee any right with respect to continuing the Optionees
relationship as a Service Provider with the Company, nor shall it interfere in any way with
his or her right or the Companys right to terminate such relationship at any time, with or
without cause, and with or without notice.
7. Term of Plan. Subject to stockholder approval in accordance with Section
19, the Plan shall become effective upon its adoption by the Board. Unless sooner
terminated under Section 15, it shall continue in effect for a term of ten (10) years from
the later of (i) the effective date of the Plan, or (ii) the earlier of the most recent
Board or stockholder approval of an increase in the number of Shares reserved for issuance
under the Plan.
8. Term of Option. The term of each Option shall be stated in the Option
Agreement; provided, however, that the term shall be no more than ten (10) years from the
date of grant thereof. In the case of an Incentive Stock Option granted to an Optionee who,
at the time the Option is granted, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or Subsidiary, the
term of the Option shall be five (5) years from the date of grant or such shorter term as
may be provided in the Option Agreement.
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9. Option Exercise Price and Consideration.
(a) Exercise Price. The per share exercise price for the Shares to be issued
upon exercise of an Option shall be such price as is determined by the Administrator, but
shall be subject to the following:
(i) In the case of an Incentive Stock Option
(A) granted to an Employee who, at the time of grant of such Option, owns stock
representing more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the exercise price shall be no less than 110% of the
Fair Market Value per Share on the date of grant.
(B) granted to any other Employee, the per Share exercise price shall be no less than
100% of the Fair Market Value per Share on the date of grant.
(ii) In the case of a Nonstatutory Stock Option
(A) granted to a Service Provider who, at the time of grant of such Option, owns stock
representing more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the exercise price shall be no less than 110% of the
Fair Market Value per Share on the date of grant.
(B) granted to any other Service Provider, the per Share exercise price shall be no
less than 85% of the Fair Market Value per Share on the date of grant.
(iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise
price other than as required above in accordance with and pursuant to a transaction
described in Section 424 of the Code.
(b) Forms of Consideration. The consideration to be paid for the Shares to be
issued upon exercise of an Option, including the method of payment, shall be determined by
the Administrator (and, in the case of an Incentive Stock Option, shall be determined at
the time of grant). Such consideration may consist of, without limitation, (1) cash, (2)
check, (3) promissory note, (4) other Shares, provided Shares acquired directly from the
Company (x) have been owned by the Optionee, and not subject to a substantial risk of
forfeiture, for more than six months on the date of surrender, and (y) have a Fair Market
Value on the date of surrender equal to the aggregate exercise price of the Shares as to
which such Option shall be exercised, (5) consideration received by the Company under a
cashless exercise program implemented by the Company in connection with the Plan, or (6)
any combination of the foregoing methods of payment. In making its determination as to the
type of consideration to accept, the Administrator shall consider if acceptance of such
consideration may be reasonably expected to benefit the Company.
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10. Exercise of Option.
(a) Procedure for Exercise; Rights as a Stockholder. Any Option granted
hereunder shall be exercisable according to the terms hereof at such times and under such
conditions as determined by the Administrator and set forth in the Option Agreement. An
Option may not be exercised for a fraction of a Share. Except in the case of Options
granted to officers, Directors and Consultants, Options shall become exercisable at a rate
of no less than 20% per year over five (5) years from the date the Options are granted.
An Option shall be deemed exercised when the Company receives (i) written or electronic notice
of exercise (in accordance with the Option Agreement) from the person entitled to exercise the
Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be
issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee
and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company), no right to vote or
receive dividends or any other rights as a stockholder shall exist with respect to the Shares,
notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such
Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other
right for which the record date is prior to the date the Shares are issued, except as provided in
Section 13 of the Plan.
Exercise of an Option in any manner shall result in a decrease in the number of Shares
thereafter available, both for purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised.
(b) Termination of Relationship as a Service Provider. If an Optionee ceases
to be a Service Provider, such Optionee may exercise his or her Option within thirty (30)
days of termination, or such longer period of time as specified in the Option Agreement, to
the extent that the Option is vested on the date of termination (but in no event later than
the expiration of the term of the Option as set forth in the Option Agreement). Unless the
Administrator provides otherwise, if on the date of termination the Optionee is not vested
as to his or her entire Option, the Shares covered by the unvested portion of the Option
shall revert to the Plan. If, after termination, the Optionee does not exercise his or her
Option within the time specified by the Administrator, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.
(c) Disability of Optionee. If an Optionee ceases to be a Service Provider as
a result of the Optionees Disability, the Optionee may exercise his or her Option within
six (6) months of termination, or such longer period of time as specified in the Option
Agreement, to the extent the Option is vested on the date of termination (but in no event
later than the expiration of the term of such Option as set forth in the Option Agreement).
Unless the Administrator provides otherwise, if on the date of termination the Optionee is
not vested as to his or her entire Option, the Shares covered by the unvested portion of
the Option shall revert to the Plan. If, after termination, the Optionee does not exercise
his or her Option within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.
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(d) Death of Optionee. If an Optionee dies while a Service Provider, the
Option may be exercised within six (6) months following Optionees death, or such longer
period of time as specified in the Option Agreement, to the extent that the Option is
vested on the date of death (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement) by the Optionees designated beneficiary,
provided such beneficiary has been designated prior to Optionees death in a form
acceptable to the Administrator. If no such beneficiary has been designated by the
Optionee, then such Option may be exercised by the personal representative of the
Optionees estate or by the person(s) to whom the Option is transferred pursuant to the
Optionees will or in accordance with the laws of descent and distribution. If, at the time
of death, the Optionee is not vested as to his or her entire Option, the Shares covered by
the unvested portion of the Option shall immediately revert to the Plan. If the Option is
not so exercised within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.
(e) Leaves of Absence.
(i) Unless the Administrator provides otherwise, vesting of Options granted hereunder
to officers and Directors shall be suspended during any unpaid leave of absence.
(ii) A Service Provider shall not cease to be an Employee in the case of (A) any leave
of absence approved by the Company or (B) transfers between locations of the Company or
between the Company, its Parent, any Subsidiary, or any successor.
(iii) For purposes of Incentive Stock Options, no such leave may exceed ninety (90)
days, unless reemployment upon expiration of such leave is guaranteed by statute or
contract. If reemployment upon expiration of a leave of absence approved by the Company is
not so guaranteed, then three (3) months following the 91st day of such leave, any
Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock
Option and shall be treated for tax purposes as a Nonstatutory Stock Option.
11. Stock Purchase Rights.
(a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in
addition to, or in tandem with other awards granted under the Plan and/or cash awards made
outside of the Plan. After the Administrator determines that it will offer Stock Purchase
Rights under the Plan, it shall advise the offeree in writing or electronically of the
terms, conditions and restrictions related to the offer, including the number of Shares
that such person shall be entitled to purchase, the price to be paid, and the time within
which such person must accept such offer. The terms of the offer shall comply in all
respects with Section 260.140.42 of Title 10 of the California Code of Regulations. The
offer shall be accepted by execution of a Restricted Stock Purchase Agreement in the form
determined by the Administrator.
(b) Repurchase Option. Unless the Administrator determines otherwise, the
Restricted Stock Purchase Agreement shall grant the Company a repurchase option exercisable
within 90 days of the voluntary or involuntary termination of the purchasers service with
the Company for any reason (including death or disability). Unless the Administrator
provides otherwise, the purchase price for Shares repurchased pursuant to the Restricted
Stock Purchase Agreement shall be the original price paid by the purchaser and may be paid
by cancellation of any
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indebtedness of the purchaser to the Company. The repurchase option shall lapse at
such rate as the Administrator may determine. Except with respect to Shares purchased by
officers, Directors and Consultants, the repurchase option shall in no case lapse at a rate
of less than 20% per year over five (5) years from the date of purchase.
(c) Other Provisions. The Restricted Stock Purchase Agreement shall contain
such other terms, provisions and conditions not inconsistent with the Plan as may be
determined by the Administrator in its sole discretion.
(d) Rights as a Stockholder. Once the Stock Purchase Right is exercised, the
purchaser shall have rights equivalent to those of a stockholder and shall be a stockholder
when his or her purchase is entered upon the records of the duly authorized transfer agent
of the Company. No adjustment shall be made for a dividend or other right for which the
record date is prior to the date the Stock Purchase Right is exercised, except as provided
in Section 13 of the Plan.
12. Limited Transferability of Options and Stock Purchase Rights. Unless
determined otherwise by the Administrator, Options and Stock Purchase Rights may not be
sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than
by will or the laws of descent and distribution, and may be exercised during the lifetime
of the Optionee, only by the Optionee. If the Administrator in its sole discretion makes an
Option or Stock Purchase Right transferable, such Option or Stock Purchase Right may only
be transferred (i) by will, (ii) by the laws of descent and distribution, or (iii) to
family members (within the meaning of Rule 701 of the Securities Act) through gifts or
domestic relations orders, as permitted by Rule 701 of the Securities Act.
13. Adjustments; Dissolution or Liquidation; Merger or Change in Control.
(a) Adjustments. In the event that any dividend or other distribution (whether
in the form of cash, Shares, other securities, or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the Company, or other
change in the corporate structure of the Company affecting the Shares occurs, the
Administrator, in order to prevent diminution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, may (in its sole discretion) adjust
the number and class of Shares that may be delivered under the Plan and/or the number,
class, and price of Shares covered by each outstanding Option or Stock Purchase Right;
provided, however, that the Administrator shall make such adjustments to the extent
required by Section 25102(o) of the California Corporations Code.
(b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Optionee as soon as
practicable prior to the effective date of such proposed transaction. To the extent it has
not been previously exercised, an Option or Stock Purchase Right will terminate immediately
prior to the consummation of such proposed action.
(c) Merger or Change in Control. In the event of a merger of the Company with
or into another corporation, or a Change in Control, each outstanding Option and Stock
Purchase Right shall be assumed or an equivalent option substituted by the successor
corporation or a Parent
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or Subsidiary of the successor corporation. In the event that the successor corporation in
a merger or Change in Control refuses to assume or substitute for the Option or Stock
Purchase Right, then the Optionee shall fully vest in and have the right to exercise the
Option or Stock Purchase Right as to all of the Optioned Stock, including Shares as to
which it would not otherwise be vested or exercisable. If an Option or Stock Purchase Right
becomes fully vested and exercisable in lieu of assumption or substitution in the event of
a merger or Change in Control, the Administrator shall notify the Optionee in writing or
electronically that the Option or Stock Purchase Right shall be fully exercisable for a
period of time as determined by the Administrator, and the Option or Stock Purchase Right
shall terminate upon expiration of such period. For the purposes of this paragraph, the
Option or Stock Purchase Right shall be considered assumed if, following the merger or
Change in Control, the option or right confers the right to purchase or receive, for each
Share subject to the Option or Stock Purchase Right immediately prior to the merger or
Change in Control, the consideration (whether stock, cash, or other securities or property)
received in the merger or Change in Control by holders of Common Stock for each Share held
on the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of the
outstanding Shares); provided, however, that if such consideration received in the merger
or Change in Control is not solely common stock of the successor corporation or its Parent,
the Administrator may, with the consent of the successor corporation, provide for the
consideration to be received upon the exercise of the Option or Stock Purchase Right, for
each Share subject to the Option or Stock Purchase Right, to be solely common stock of the
successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of common stock in the merger or Change in Control.
14. Time of Granting Options and Stock Purchase Rights. The date of grant of
an Option or Stock Purchase Right shall, for all purposes, be the date on which the
Administrator makes the determination granting such Option or Stock Purchase Right, or such
later date as is determined by the Administrator. Notice of the determination shall be
given to each Service Provider to whom an Option or Stock Purchase Right is so granted
within a reasonable time after the date of such grant.
15. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time amend, alter, suspend
or terminate the Plan.
(b) Stockholder Approval. The Board shall obtain stockholder approval of any
Plan amendment to the extent necessary and desirable to comply with Applicable Laws.
(c) Effect of Amendment or Termination. No amendment, alteration, suspension
or termination of the Plan shall impair the rights of any Optionee, unless mutually agreed
otherwise between the Optionee and the Administrator, which agreement must be in writing
and signed by the Optionee and the Company. Termination of the Plan shall not affect the
Administrators ability to exercise the powers granted to it hereunder with respect to
Options granted under the Plan prior to the date of such termination.
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16. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares shall not be issued pursuant to the exercise of
an Option or Stock Purchase Right unless the exercise of such Option or Stock Purchase
Right and the issuance and delivery of such Shares shall comply with Applicable Laws and
shall be further subject to the approval of counsel for the Company with respect to such
compliance.
(b) Investment Representations. As a condition to the exercise of an Option or
Stock Purchase Right, the Administrator may require the person exercising such Option or
Stock Purchase Right to represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a representation
is required.
17. Inability to Obtain Authority. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is deemed by the
Companys counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.
18. Reservation of Shares. The Company, during the term of this Plan, shall at
all times reserve and keep available such number of Shares as shall be sufficient to
satisfy the requirements of the Plan.
19. Stockholder Approval. The Plan shall be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan is adopted.
Such stockholder approval shall be obtained in the degree and manner required under
Applicable Laws.
20. Information to Optionees. The Company shall provide to each Optionee and
to each individual who acquires Shares pursuant to the Plan, not less frequently than
annually during the period such Optionee has one or more Options or Stock Purchase Rights
outstanding, and, in the case of an individual who acquires Shares pursuant to the Plan,
during the period such individual owns such Shares, copies of annual financial statements.
The Company shall not be required to provide such statements to key employees whose duties
in connection with the Company assure their access to equivalent information.
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