UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2013
MRV COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE |
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001-11174 |
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06-1340090 |
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(State or other jurisdiction of |
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(Commission file number) |
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(I.R.S. employer |
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incorporation or organization) |
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identification number) |
20415 Nordhoff Street, Chatsworth, CA 91311
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (818) 773-0900
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On April 1, 2013, the Board of Directors of MRV Communications, Inc. (the “Company”) approved annual equity grants to certain key employees, including named executive officers. Mr. David Stehlin’s equity grants were previously approved by his Employment Agreement, dated February 1, 2013, as part of his promotion to the role of Chief Executive Officer. The Company’s Compensation Committee had hired Grant Thornton LLP, a compensation consultant, in order to provide a study of comparable fixed and variable compensation levels for the Company’s highly compensated employees. The study helped the Compensation Committee benchmark targets for performance-based compensation, long-term and short-term, as well as base pay. Taking the compensation study into account, the Board of Directors approved annual stock option grants for the Company’s Common Stock and shares of restricted stock for the following named executive officers in the following amounts:
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Name |
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Title |
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Number of Options |
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Number of Shares of Restricted Stock |
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David Stehlin |
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Chief Executive Officer |
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18,000 |
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6,000 |
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Stephen Garcia |
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Chief Financial Officer |
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10,900 |
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3,633 |
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Jennifer Hankes Painter |
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VP, General Counsel & Secretary |
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3,100 |
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1,033 |
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The equity grants occurred on April 1, 2013, and the shares of restricted stock will vest in full on February 1, 2016 for Mr. Stehlin, and on April 1, 2016 for Mr. Garcia and Ms. Painter, subject to the executive’s continuing employment. The stock options have an exercise price equal to the fair market value per share on the option grant date, which was $10.55 per share, and for Mr. Stehlin, 6,000 of the options will vest on February 1, 2014, with the remaining 12,000 options vesting pro rata monthly over the following 24 month period. For Mr. Garcia and Ms. Painter, the options will vest over three years pro rata in annual installments from the first anniversary of the grant date. The options for all of the executives vest immediately upon a change of control, and are subject to the executive’s continued employment.
A form of agreement for the restricted stock grants is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K, and a form of agreement for the stock option grants is attached hereto as Exhibit 10.2. The foregoing description of the terms of the restricted stock and stock option grants is not complete and is qualified in its entirety by the full text of such documents, and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit 10.1 |
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Form of Notice of Grant for Restricted Stock Award for executives under the 2007 Omnibus Incentive Plan, as amended |
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Exhibit 10.2 |
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Form of Notice of Grant of Non-Qualified Stock Option Award for executives under the 2007 Omnibus Incentive Plan |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
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Date: April 5, 2013 |
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MRV COMMUNICATIONS, INC. | |
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By: |
/s/ Jennifer Hankes Painter |
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Jennifer Hankes Painter |
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VP, General Counsel and Secretary |
Exhibit 10.1
NOTICE OF GRANT OF RESTRICTED SHARES AWARD
MRV COMMUNICATIONS, INC.
2007 OMNIBUS INCENTIVE PLAN
FOR GOOD AND VALUABLE CONSIDERATION, MRV Communications, Inc. (the “Company”) hereby grants a restricted shares award (the “Award”), pursuant to the provisions of the Company’s 2007 Omnibus Incentive Plan, as amended (the “Plan”), to the recipient (the “Recipient”) designated in this Notice of Grant of Restricted Shares Award (the “Notice”), the number of shares of Common Stock of the Company set forth in the Notice (the “Shares”), subject to certain restrictions as outlined below in this Notice and the additional provisions set forth in the attached Terms and Conditions of Restricted Shares Award. Also enclosed is a copy of the information statement describing important provisions of the Plan. Section references herein refer to the attached Terms and Conditions of Restricted Shares Award.
Recipient: __________________________________
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Date of Grant: ____________ |
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Type of Award: Restricted Shares |
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Total Number of Shares Granted: _______ |
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Forfeiture of Shares: Subject to the Recipient’s continued service to the Company. All shares shall vest and become non-forfeitable [on the third anniversary of the date of grant]. Vesting is accelerated in full upon a Change in Control under Section 2(a). |
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By signing below, the Recipient agrees that this Restricted Shares Award is granted under and governed by the terms and conditions of the Company’s 2007 Omnibus Incentive Plan and the attached Terms and Conditions.
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MRV Communications, Inc. | ||||||
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TERMS AND CONDITIONS OF RESTRICTED SHARES AWARD
I. AGREEMENT
1. Grant of Award. The Award granted to the Recipient and described in the Notice is subject to the terms and conditions of the Plan, which is incorporated by reference in its entirety into the Notice and Terms and Conditions of Restricted Shares Award (hereinafter, collectively referred to as the “Agreement”).
The Board of Directors of the Company has authorized and approved the 2007 Omnibus Incentive Plan (the “Plan”), which has been approved by the Company’s stockholders. The Committee has approved an award to the Recipient of a number of shares of the Company’s common stock, conditioned upon the Recipient’s acceptance of the provisions set forth in the Agreement within 30 days after the Agreement is presented to the Recipient for review. For purposes of the Agreement, any reference to the Company shall include a reference to any Subsidiary.
The Company intends that this Award not be considered to provide for the deferral of compensation under Section 409A of the Code and that the Agreement shall be so administered and construed. Further, the Company may modify the Plan and the Award to the extent necessary to fulfill this intent.
2. Restrictions. “Restrictions” shall mean the restrictions on sale or other transfer set forth in Section 3, the exposure to forfeiture set forth in Section 2(a) and the vesting set forth in Section 2(b).
(a) Forfeiture. Restricted Shares that are not vested pursuant to Section 2(b) upon the termination of the Recipient’s service on the Company’s Board of Directors, for any reason other than as a result of death or Disability or upon a Change of Control, shall thereupon be forfeited to the Company without payment, unless all Restrictions are waived by the Committee in its sole discretion. In the event of the termination of the Recipient’s service on the Company’s Board of Directors as a result of the death or Disability of the Recipient or upon a Change in Control, any remaining unvested Restricted Shares will be deemed fully vested, and the Restrictions thereon shall lapse, as of the date of such termination or upon a Change in Control.
(b) Vesting and Lapse of Restrictions. Subject to Section 2(a) above, all Restricted Shares shall vest per the vesting term set forth in the cover page to this Agreement and the Restrictions on such shares shall lapse when vesting has occurred.
(c) Issuance of Restricted Shares. As soon as practicable after the Date of Grant, the Company shall cause to be transferred on the books of the Company, or its agent, Common Stock evidencing the Restricted Shares registered in the name of the Recipient. Upon the lapse or waiver of all Restrictions, electronic delivery for the number of Restricted Shares granted under this Agreement shall be delivered to the Recipient as provided in Section 2(d) below.
(d) Release of Restriction Vested Shares. Upon the vesting of the Restricted Shares as provided in Section 2(a) or 2(b), the Company shall cause the vested shares to be issued electronically and delivered to the Recipient or the Recipient’s legal representative, free from any Restrictions; provided, that such shares shall remain subject to applicable securities
laws and the Company’s insider trading policy. Such vested shares shall cease to be considered Restricted Shares subject to the terms and conditions of the Agreement and shall be shares of Common Stock of the Company free of all Restrictions (other than any applicable securities law restrictions or any restrictions imposed by the Company’s insider trading policy).
(e) Restrictions on New Shares. In the event that the Recipient receives any new or additional or different shares or securities by reason of any transaction or event described in Section 11.07 of the Plan, such new or additional or different shares or securities which are attributable to the Recipient in the Recipient’s capacity as the registered owner of the Restricted Shares then subject to Restrictions, shall be considered to be Restricted Shares and shall be subject to all of the Restrictions, unless the Committee provides, for the removal or lapse of the Restrictions on the shares of Restricted Shares underlying the distribution of the new or additional shares or securities.
3. Restricted Shares Not Transferable. None of the Restricted Shares may be assigned or transferred, (other than by will or the laws of descent and distribution, or to an inter vivos trust with respect to which the Recipient is treated as the owner under Sections 671 through 677 of the Code, except to the extent that Section 16 of the Exchange Act limits the Recipient’s right to make such transfers), pledged or sold prior to lapse or waiver of the Restrictions. Any attempted disposition of Restricted Shares shall be null and void and of no effect.
4. Conditions to Delivery of Stock Certificates. The Company shall not be required to deliver any certificate for shares of Common Stock prior to fulfillment of all of the following conditions:
(a) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its sole discretion, determine to be necessary or advisable; and
(b) The payment by the Recipient of all amounts required to be withheld, under federal, state and local (or applicable foreign) tax laws, with respect to the issuance and/or the lapse or removal of any of the Restrictions which may be paid either by the Recipient or by the Company withholding that number of shares of Common Stock with a Fair Market Value equal to the minimum tax withholding obligation in accordance with procedures established by the Company; and
(c) The lapse of such reasonable period of time as the Committee may from time to time establish for reasons of administrative convenience.
In addition, the Company may, at its sole election, cancel the Common Stock underlying the Restricted Shares in the event the Recipient fails to satisfy the applicable tax withholdings within 45 days of the applicable vesting date.
5. Notices. Any notice required hereunder will be deemed provided and delivered to the intended recipient when (i) delivered in person by hand or, in accordance with applicable law, via the Company’s e-mail or intranet site; or (ii) three days after being sent via U.S. certified mail, return receipt requested; or (iii) the day after being sent via overnight courier, in each case provided such notice is properly addressed to the following address and enclosed in a properly sealed envelope or wrapper, and with all postage and similar fees having been paid in advance.
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If to the Company: |
General Counsel MRV Communications, Inc. 20415 Nordhoff Street Chatsworth, CA 91311 |
If to the Recipient: To the address specified in the Company’s records.
By a notice given pursuant to this Section 5, either party may hereafter designate a different address for notices to be given. Any notice which is required to be given to the Recipient shall, if the Recipient is then deceased, be given to the Recipient’s personal representative if such representative has previously informed the Company of representative’s status and address by written notice under this Section 5.
6. Rights as Shareholder. Upon issuance of the Restricted Shares, the Recipient shall have all of the rights of a shareholder with respect to the number of shares of Common Stock granted under the Agreement, including, but not limited to, the right to vote such shares and the right to receive dividends; provided, however, that any Common Stock distributed as a dividend or otherwise with respect to any Restricted Shares, shall be subject to the same Restrictions that apply to the corresponding shares of Restricted Shares and such Restrictions will only lapse if, and to the extent that, the Restrictions on the corresponding shares of Restricted Shares lapse.
7. Conformity to Securities Laws. The Holder acknowledges that the Agreement is intended to conform to the extent necessary with all provisions of all applicable federal and state (and applicable foreign) laws, rules and regulations (including but not limited to, the 1933 Act and the 1934 Act) and to such approvals by any listing, regulatory or other governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Notwithstanding anything herein to the contrary, the Agreement shall be administered, and the Restricted Shares shall be assigned, only in such a manner as to conform to such laws, rules and regulations including, without limitation, Rule 16b-3. To the extent permitted by applicable law, the Agreement and the Restricted Shares issued hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.
8. Section 83(b) Election. If, within 30 days of the Grant Date, the Recipient makes an election under Section 83(b) of the Code, or any successor section thereto, to be taxed with respect to all or any portion of the Restricted Shares as of the date of transfer of the Restricted Shares rather than as of the date or dates upon which the Recipient would otherwise be taxable under Section 83(a) of the Code, the Recipient shall deliver a copy of such election to the Company immediately after filing such election with the Internal Revenue Service.
9. Withholding.
(a) The Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any income recognized by the Recipient with respect to the Award.
(b) The Recipient shall be required to meet any applicable tax withholding obligation in accordance with the provisions of Section 11.05 of the Plan.
(c) Subject to any rules prescribed by the Committee, the Recipient shall have the right to elect to meet any withholding requirement (i) by having withheld from this Award at the appropriate time that number of whole shares of Common Stock whose Fair Market Value is equal to the amount of any taxes required to be withheld with respect to such Award, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to such Award or (iii) by a combination of shares and cash.
10. Defined Terms. Capitalized terms used but not defined in the Agreement shall have the meanings set forth in the Plan.
11. Recipient Representations. The Recipient hereby represents to the Company that the Recipient has read and fully understands the provisions of the Agreement and the Recipient’s decision to participate in the Plan is completely voluntary. Further, the Recipient acknowledges that the Recipient is relying solely on his or her own advisors with respect to the tax consequences of this Award.
12. Miscellaneous.
(a) Waiver. The waiver by any party hereto of a breach of any provision of the Agreement shall not operate or be construed as a waiver of any other or subsequent breach.
(b) Entire Agreement. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.
(c) Binding Effect; Successors. The Agreement shall inure to the benefit of and be binding upon the parties hereto and to the extent not prohibited herein, their respective heirs, successors, assigns and representatives. Nothing in the Agreement, express or implied, is intended to confer on any person other than the parties hereto and as provided above, their respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.
(d) Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
(e) Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of the Agreement.
(f) Conflicts; Amendment. The provisions of the Plan are incorporated in the Agreement in their entirety. In the event of any conflict between the provisions of the Agreement and the Plan, the provisions of the Plan shall control. The Agreement may be amended at any time by written agreement of the parties hereto.
(g) No Right to Continued Service. Nothing in the Agreement shall confer upon the Recipient any right to continue in the service of the Company.
(h) Further Assurances. The Recipient agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Agreement.
Exhibit 10.2
NOTICE OF GRANT OF NON-QUALIFIED STOCK OPTION AWARD
MRV COMMUNICATIONS, INC.
2007 OMNIBUS INCENTIVE PLAN
FOR GOOD AND VALUABLE CONSIDERATION, MRV Communications, Inc. (the “Company”) hereby grants, pursuant to the provisions of the Company’s 2007 Omnibus Incentive Plan, as amended (the “Plan”), to the Participant designated in this Notice of Grant of Non-Qualified Stock Option Award (the “Notice”) an option to purchase the number of shares of the common stock of the Company set forth in the Notice (the “Shares”), subject to certain restrictions as outlined below in this Notice and the additional provisions set forth in the attached Terms and Conditions of Stock Option Award (collectively, the “Agreement”). Also enclosed is a copy of the information statement describing important provisions of the Plan. Section references herein refer to the attached Terms and Conditions of Stock Option Award.
Optionee: ________________________
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Date of Grant: ____________ |
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Type of Option: Non-Qualified Stock Option |
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Exercise Price per Share: $____ |
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Expiration Date: ____________ |
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Total Number of |
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Total Exercise Price: $______ |
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Vesting Schedule: [1/3 vesting on each of the first, second and third anniversaries of the date of the grant]
Vesting is accelerated in full or in part upon a Change in Control pursuant to Section 2(c).
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Exercise After Termination of Employment: Termination of Employment for any reason: any non-vested portion of the Option expires immediately;
Termination of Employment due to death or Disability: vested portion of the Option is exercisable by the Optionee (or, in the event of the Optionee’s death, the Optionee’s Beneficiary) for one (1) year after the Optionee’s Termination;
Termination of Employment for any reason other than death or Disability: vested portion of the Option is exercisable for a period of thirty (30) days following the Optionee’s Termination.
This Option shall not be exercised after the Expiration Date as provided above, unless extended under Section 2(a).
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By signing below, the Optionee agrees that this Non-Qualified Stock Option Award is granted under and governed by the terms and conditions of the Company’s 2007 Omnibus Incentive Plan and the attached Terms and Conditions.
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MRV Communications, Inc. |
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Non-Qualified Stock Option
Employees V.2 04/13
TERMS AND CONDITIONS OF NON-QUALIFIED STOCK OPTION AWARD
I. AGREEMENT
1. Grant of Option. The Option granted to the Optionee and described in the Notice of Grant is subject to the terms and conditions of the Plan, which is incorporated by reference in its entirety into these Terms and Conditions of Stock Option Award.
The Board of Directors of the Company has authorized and approved the 2007 Omnibus Incentive Plan (the “Plan”), which has been approved by the Company’s stockholders. The Committee has approved an award to the Optionee of an option to purchase a number of shares of the Company’s common stock, conditioned upon the Optionee’s acceptance of the provisions set forth in the Notice and these Terms and Conditions within 30 days after the Notice and these Terms and Conditions are presented to the Optionee for review. For purposes of the Notice and these Terms and Conditions, any reference to the Company shall include a reference to any Subsidiary.
The Company intends that this Option not be considered to provide for the deferral of compensation under Section 409A of the Code and that this Agreement shall be so administered and construed. Further, the Company may modify the Plan and this Award to the extent necessary to fulfill this intent.
2. Exercise of Option.
(a) Right to Exercise. This Option shall be exercisable, in whole or in part, during its term in accordance with the Vesting Schedule set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement. No Shares shall be issued pursuant to the exercise of an Option unless the issuance and exercise comply with applicable laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. The Committee may, in its discretion, (i) accelerate vesting of the Option or (ii) extend the applicable exercise period, to the extent permitted under Section 6.03(c) of the Plan.
(b) Method of Exercise. The Optionee may exercise the Option by delivering a written exercise notice in a form approved by the Company (or by such other method as the Company may establish from time to time and so instruct the Optionee as to use) (the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Shares exercised consistent with Section 3. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price.
(c) Acceleration of Vesting on Change in Control. Subject to the exception contained in Section 6.05 of the Plan, in the event of a Change in Control, all Options outstanding on the date of the Change in Control that have not previously vested or terminated under the terms of this Agreement shall be immediately and fully vested and exercisable.
3. Method of Payment. If the Optionee elects to exercise the Option by submitting an Exercise Notice under Section 2(b) of this Agreement, the aggregate Exercise Price (as well as any applicable withholding or other taxes) shall be paid by cash or check; provided, however,
that the Committee may consent, in its discretion, to payment in any of the following forms, or a combination of them, when such payment is made consistent with Section 6.04 of the Plan:
(a) cash or check;
(b) consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan;
(c) surrender of other Shares owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares and any applicable withholding, provided, however, that the Optionee may not transfer any fractional Share in satisfaction of the Exercise Price; or
(d) any other consideration that the Committee deems appropriate and in compliance with applicable law.
4. Restrictions on Exercise. This Option may not be exercised until such time the issuance of the Shares upon exercise or the method of payment of consideration for those Shares would not constitute a violation of any applicable law or regulation, including until such time as the Shares reserved for issuance under the Plan have been registered by the Company under the Securities Act, unless the Optionee provides an opinion of counsel reasonably satisfactory to the Company that registration under the Securities Act is not required.
5. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of the Optionee only by the Optionee, and may be exercised by the Optionee’s Beneficiary to the extent provided under the Plan following the death of the Optionee; The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.
6. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement.
7. Withholding.
(a) The Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any income recognized by the Optionee with respect to the Option Award.
(b) The Optionee shall be required to meet any applicable tax withholding obligation in accordance with the provisions of Section 11.05 of the Plan.
(c) Subject to any rules prescribed by the Committee, the Optionee shall have the right to elect to meet any withholding requirement (i) by having withheld from this Award at the appropriate time that number of whole shares of common stock whose fair market value is equal to the amount of any taxes required to be withheld with respect to such Award, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to such Award or (iii) by a combination of shares and cash.
8. Defined Terms. Capitalized terms used but not defined in the Notice and these Terms and Conditions shall have the meanings set forth in the Plan
9. Optionee Representations. The Optionee hereby represents to the Company that the Optionee has read and fully understands the provisions of the Notice, these Terms and Conditions and the Plan and the Optionee’s decision to participate in the Plan is completely voluntary. Further, the Optionee acknowledges that the Optionee is relying solely on his or her own advisors with respect to the tax consequences of this stock option award.
10. Regulatory Limitations on Exercises. Notwithstanding the other provisions of this Option Agreement, no option exercise or issuance of Shares pursuant to this Option Agreement shall be effective if (i) the shares of Common Stock reserved under the Plan are not subject to an effective registration statement at the time of such exercise or issuance, or otherwise eligible for an exemption from registration, or (ii) the Company determines in good faith that such exercise or issuance would violate any Company policy or applicable securities or other law or regulation.
11. Miscellaneous.
(a) Notices. All notices, requests, deliveries, payments, demands and other communications which are required or permitted to be given under these Terms and Conditions shall be in writing and shall be either delivered personally or sent by registered or certified mail, or by private courier, return receipt requested, postage prepaid to the parties at their respective addresses set forth herein, or to such other address as either shall have specified by notice in writing to the other. Notice shall be deemed duly given hereunder when delivered or mailed as provided herein.
(b) Waiver. The waiver by any party hereto of a breach of any provision of the Notice or these Terms and Conditions shall not operate or be construed as a waiver of any other or subsequent breach.
(c) Entire Agreement. These Terms and Conditions, the Notice and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof.
(d) Binding Effect; Successors. These Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and to the extent not prohibited herein, their respective heirs, successors, assigns and representatives. Nothing in these Terms and Conditions, express or implied, is intended to confer on any person other than the parties hereto and as provided above, their respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.
(e) Governing Law. The Notice and these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware.
(f) Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of these Terms and Conditions.
(g) Conflicts; Amendment. The provisions of the Plan are incorporated in these Terms and Conditions in their entirety. In the event of any conflict between the
provisions of these Terms and Conditions and the Plan, the provisions of the Plan shall control. The Agreement may be amended at any time by written agreement of the parties hereto.
(h) No Right to Continued Employment. Nothing in the Notice or these Terms and Conditions shall confer upon the Optionee any right to continue in the employ or service of the Company or affect the right of the Company to terminate the Optionee’s employment or service at any time.
(i) Further Assurances. The Optionee agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Notice and these Terms and Conditions and the Plan.