3.1 | Plan Administrator |
3.2 | Administration and Interpretation by Plan Administrator |
4.1 | Authorized Number of Shares |
4.2 | Reuse of Shares |
6.1 | Form and Grant of Awards |
6.2 | Settlement of Awards |
6.3 | Acquired Company Awards |
7.1 | Grant of Options |
7.2 | Option Exercise Price |
7.3 | Term of Options |
7.4 | Exercise of Options |
Period of Participant's Continuous Employment or Service With the Company or Its Related Companies From the Vesting Commencement Date | Portion of Total Option That Is Vested and Exercisable | |
After 1 year | 1/4th | |
Each additional one-year period of continuous service completed thereafter | An additional 1/4th | |
After 4 years | 100% |
7.5 | Payment of Exercise Price |
7.6 | Post-Termination Exercises |
8.1 | Dollar Limitation |
8.2 | Eligible Employees |
8.3 | Exercise Price |
8.4 | Option Term |
8.5 | Exercisability |
8.6 | Taxation of Incentive Stock Options |
8.7 | Promissory Notes |
8.8 | Code Definitions |
11.1 | Adjustment of Shares |
11.2 | Dissolution or Liquidation |
11.3 | Company Transaction |
11.4 | Further Adjustment of Awards |
11.5 | Limitations |
11.6 | Fractional Shares |
12.1 | First Refusal Rights |
12.2 | Repurchase Rights for Vested Shares |
12.3 | Repurchase Rights For Unvested Shares |
12.4 | General |
14.1 | Amendment or Termination of Plan |
14.2 | Term of Plan |
14.3 | Consent of Participant |
15.1 | Evidence of Awards |
15.2 | No Individual Rights |
15.3 | Issuance of Shares |
15.4 | No Rights as a Shareholder |
15.5 | Compliance With Laws and Regulations |
15.6 | Participants in Other Countries |
15.7 | No Trust or Fund |
15.8 | Severability |
15.9 | Choice of Law |
APPENDIX A
TO THE INFRASTRUX GROUP, INC.
2000 STOCK INCENTIVE PLAN
(For California Residents Only)
This Appendix to the InfrastruX Group, Inc.2000 Stock Incentive Plan (the "Plan") shall have application only to Participants who are residents of the State of California. Capitalized terms contained herein shall have the same meanings given to them in the Plan, unless otherwise provided in this Appendix. Notwithstanding any provision contained in the Plan to the contrary and to the extent required by applicable law, the following terms and conditions shall apply to all Awards granted to residents of the State of California, until such time as the Common Stock becomes a "listed security" under the Securities Act:
1. Nonqualified Stock Options shall have an exercise price that is not less than 85% of the Fair Market Value of the Common Stock at the Grant Date, except that the exercise price shall be at least 110% of the Fair Market Value in the case of any person who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary companies.
2. The purchase price for any Stock Awards that may be purchased under the Plan ("Stock Purchase Rights") shall be at least 85% of the Fair Market Value of the Common Stock at the time the Participant is granted the Stock Purchase Right or at the time the purchase is consummated. Notwithstanding the foregoing, the purchase price shall be at least 100% of the Fair Market Value of the Common Stock at the time the Participant is granted the Stock Purchase Right or at the time the purchase is consummated in the case of any person who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary companies.
3. Options shall have a term of not more than ten years from the Grant Date.
4. Awards shall be nontransferable other than by will or the laws of descent and distribution. Notwithstanding the foregoing, and to the extent permitted by Section 422 of the Code, the Plan Administrator, in its discretion, may permit distribution of an Option to an inter vivos or testamentary trust in which the Option is to be passed to beneficiaries upon the death of the trustor (settlor), or by gift to "immediate family" as that term is defined in Rule 16a‑l(e) under the Exchange Act.
5. Options shall become exercisable at the rate of at least 20% per year over five years from the date the Option is granted, subject to reasonable conditions such as continued employment. However, in the case of an Option granted to officers, directors or consultants of the Company or a Related Company, the Option may become fully exercisable, subject to reasonable conditions such as continued employment, at any time or during any period established by the Company or a Related Company.
6. Unless employment or services are terminated for Cause, the right to exercise an Option in the event of Termination of Service, to the extent that the Participant is otherwise entitled to exercise an Option on the date of Termination of Service, shall be
a. at least six months from the date of a Participant's Termination of Service if termination was caused by death or Disability; and
b. at least 30 days from the date of a Participant's Termination of Service if termination of employment was caused by other than death or Disability;
c. but in no event later than the Option Expiration Date.
7. No Award may be granted to a resident of California more than ten years after the earlier of the date of adoption of the Plan and the date the Plan is approved by the stockholders.
8. Any Award exercised before stockholder approval is obtained shall be rescinded if stockholder approval is not obtained within 12 months before or after the Plan is adopted. Such shares shall not be counted in determining whether such approval is obtained.
9. The Company shall provide annual financial statements of the Company to each California resident holding an outstanding Award under the Plan. Such financial statements need not be audited and need not be issued to key employees whose duties at the Company assure them access to equivalent information.
10. Any right of repurchase on behalf of the Company in the event of a Participant's Termination of Service shall be at a purchase price that is (a) not less than the Fair Market Value of the securities upon Termination of Service, and the right to repurchase shall be exercised for cash or cancellation of purchase money indebtedness for the shares within 90 days of Termination of Service (or in the case of securities issued upon exercise of Options after the date of Termination of Service, within 90 days after the date of the exercise), and the right shall terminate when the Company's securities become publicly traded; or (b) at the original purchase price, provided that the right to repurchase at the original purchase price lapses at the rate of at least 20% of the shares per year over five years from the date the Option or Stock Purchase Right is granted (without respect to the date the Option or Stock Purchase Right was exercised or became exercisable) and the right to repurchase shall be exercised for cash or cancellation of purchase money indebtedness for the shares within 90 days of Termination of Service (or in the case of securities issued upon exercise of Options after the date of Termination of Service, within 90 days after the date of the exercise). In addition to the restrictions set forth in clauses (a) and (b), the securities held by an officer, director or consultant of the Company or a Related Company may be subject to additional or greater restrictions.