UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 3, 2007
MIKROS SYSTEMS CORPORATION
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware
State or Other Jurisdiction
of Incorporation of
Organization)
000-14801
(Commission
File Number)
14-1598200
(IRS Employer
Identification Number)
Alexander Road
Building 2, Suite 208
Princeton, NJ
(Address of Principal Executive
Offices)
08540
(Zip Code)
Registrant's telephone number, including area code: (609) 987-1513
(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 (see General Instruction A.2. below):
?Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
?Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
?Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
?Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On August 3, 2007, David C. Bryan resigned his position as the Executive Vice
President and Chief Operating Officer of Mikros Systems Corporation (the
"Company", "we", or "us") effective August 31, 2007. In connection with his
resignation, we expect to enter into an arrangement with Mr. Bryan to provide
engineering services to us on a part-time basis.
On August 6, 2007, our Board of Directors adopted the Mikros Systems
Corporation 2007 Stock Incentive Plan (the "Plan"). Awards may be made under
the Plan for up to 3,000,000 shares of our common stock in the form of stock
options or restricted stock awards. Awards may be made to our employees,
officers or directors as well as our consultants or advisors. The Plan is
administered by our Board of Directors which has full and final authority to
interpret the Plan, select the persons to whom awards may be granted, and
determine the amount, vesting and all other terms of any awards. To the
extent permitted by applicable law, our Board of Directors may delegate any
or all of its powers under the Plan to one or more committees or
subcommittees of the Board. The Plan is not subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended, and is not a
"qualified plan" under Section 401(a) of the Internal Revenue Code of 1986,
as amended. The Plan has not been approved by our shareholders. As a
result, "incentive stock options" as defined under Section 422 of the
Internal Revenue Code may not be granted under the Plan until such approval
is received for the Plan. The Plan terminates on August 5, 2017.
All stock options granted under the Plan are exercisable for a period of up
to ten years from the date of grant, are subject to vesting as determined by
the Board upon grant, and have an exercise price equal to not less than the
fair market value of our common stock on the date of grant. Unless otherwise
determined by the Board, awards may not be transferred except by will or the
laws of descent and distribution. The Board has discretion to determine the
effect on any award granted under the Plan of the death, disability,
retirement, resignation, termination or other change in employment or other
status of any participant in the Plan. The maximum number of shares of
common stock for which awards may be granted to a participant under the Plan
in any calendar year is 300,000.
Upon the occurrence of a "reorganization event", defined as the merger of the
Company with or into another corporation as a result of which our common
stock is converted into or exchanged for cash, securities or other property
or is cancelled, the exchange of all shares of our common stock for cash,
securities or other property pursuant to a share exchange, or the liquidation
of the Company, the Board may take any number of actions. These actions
include, providing for all options outstanding under the Plan to be assumed
by the acquiring corporation or to become immediately vested and exercisable
in full, and in the case of a reorganization event in which holders of our
common stock receive a cash payment, to provide for a cash payment to holders
of options equal to the excess, if any, of the per share cash payment over
the exercise price of such options. As of the date of this report, no awards
have been issued under the Plan.
The forgoing description of the Plan is qualified in its entirety by
reference to a copy of Plan filed as an exhibit to this report and
incorporated herein by this reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this report:
Exhibit No. Description of Exhibit
10.1 Mikros Systems Corporation 2007 Stock Incentive Plan
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MIKROS SYSTEMS CORPORATION
Dated: August 9, 2007/s/ Thomas J. Meaney
Thomas J. Meaney
Chief Executive Officer
MIKROS SYSTEMS CORPORATION
2007 STOCK INCENTIVE PLAN
1. Purpose
The purpose of this 2007 Stock Incentive Plan (the "Plan") of Mikros Systems
Corporation, a Delaware corporation (the "Company"), is to advance the
interests of the Company's stockholders by enhancing the Company's ability to
attract, retain and motivate persons who are expected to make important
contributions to the Company and by providing such persons with equity
ownership opportunities and performance-based incentives that are intended to
align their interests with those of the Company's stockholders. Except where
the context otherwise requires, the term "Company" shall include any of the
Company's present or future parent or subsidiary corporations as defined in
Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and
any regulations promulgated thereunder (the "Code"), and any other business
venture (including, without limitation, a joint venture or limited liability
company) in which the Company has a controlling interest, as determined by
the Board of Directors of the Company (the "Board").
2. Eligibility
All of the Company's employees, officers, directors, consultants and advisors
are eligible to receive options and restricted stock awards (each, an
"Award") under the Plan. Each person who receives an Award under the Plan is
deemed a "Participant".
3. Administration and Delegation
(a) Administration by Board of Directors. The Plan will be administered by
the Board. The Board shall have authority to grant Awards and to adopt,
amend and repeal such administrative rules, guidelines and practices relating
to the Plan as it shall deem advisable. The Board may correct any defect,
supply any omission or reconcile any inconsistency in the Plan or any Award
in the manner and to the extent it shall deem expedient to carry the Plan
into effect and it shall be the sole and final judge of such expediency. All
decisions by the Board shall be made in the Board's sole discretion and shall
be final and binding on all persons having or claiming any interest in the
Plan or in any Award. No director or person acting pursuant to the authority
delegated by the Board shall be liable for any action or determination
relating to or under the Plan made in good faith.
(b) Appointment of Committees. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). All references in
the Plan to the "Board" shall mean the Board or a Committee of the Board to
the extent that the Board's powers or authority under the Plan have been
delegated to such Committee. During such time as the common stock, $0.01 par
value per share, of the Company (the "Common Stock") is registered under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Committee shall consist of not less than two members, each member of which
shall be an "outside director" within the meaning of Section 162(m) of the
Code and a "non-employee director" as defined in Rule 16b-3 promulgated under
the Exchange Act.
(c) Delegation to Executive Officers. To the extent permitted by applicable
law, the Board may delegate to one or more executive officers of the Company,
the power to grant Awards to non-officer employees of the Company to exercise
such other powers under the Plan as the Board may determine; provided that,
the Board shall fix the terms of such Awards to be granted by such executive
officers (including the exercise price of such Awards, which may include a
formula by which the exercise price will be determined) and the maximum
number of shares subject to such Awards that such executive officers may
grant to such non-officer employees of the Company; provided further,
however, that no executive officer shall be authorized to grant Awards to any
"executive officer" of the Company (as defined in Rule 3b-7 under the
Exchange Act) or to any "officer" of the Company (as defined in Rule 16a-1
under the Exchange Act).
4. Stock Available for Awards
(a) Number of Shares. Subject to adjustment under Section 7, Awards may be
made under the Plan for up to 3,000,000 shares of Common Stock. If any Award
expires or is terminated, surrendered or canceled without having been fully
exercised or is forfeited in whole or in part (including as the result of
shares of Common Stock subject to such Award being repurchased by the Company
at the original issuance price pursuant to a contractual repurchase right) or
results in any Common Stock not being issued, the unused Common Stock covered
by such Award shall again be available for the grant of Awards under the
Plan. However, in the case of Incentive Stock Options (as hereinafter
defined), the foregoing provisions shall be subject to any limitations under
the Code. Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares.
(b) Per-Participant Limit. Subject to adjustment under Section 7, the
maximum number of shares of Common Stock with respect to which Awards may be
granted to any Participant under the Plan shall be 300,000 per calendar year.
The per-Participant limit described in this Section 4(b) shall be construed
and applied consistently with Section 162(m) of the Code or any successor
provision thereto, and the regulations thereunder ("Section 162(m)").
5. Stock Options
(a) General. The Board may grant options to purchase Common Stock (each, an
"Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive
Stock Option shall be designated a "Nonstatutory Stock Option."
(b) Incentive Stock Options. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company, any of its
present or future parent or subsidiary corporations as defined in Sections
424(e) or (f) of the Code, and any other entities the employees of which are
eligible to receive Incentive Stock Options under the Code, and shall be
subject to and shall be construed consistently with the requirements of
Section 422 of the Code. The Company shall have no liability to a
Participant, or any other party, if an Option (or any part thereof) that is
intended to be an Incentive Stock Option is not an Incentive Stock Option.
(c)Exercise Price. The Board shall establish the exercise price of each
Option and specify such exercise price in the applicable option agreement;
provided, however, that the exercise price shall be not less than 100% of the
Fair Market Value (as hereinafter defined) at the time the Option is granted.
(d) Duration of Options. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Board may specify in the
applicable option agreement; provided, however, that no Option will be
granted for a term in excess of 10 years.
(e) Exercise of Option. Options may be exercised by delivery to the Company
of a written notice of exercise signed by the proper person or by any other
form of notice (including electronic notice) approved by the Board together
with payment in full as specified in Section 5(f) for the number of shares
for which the Option is exercised.
(f) Payment Upon Exercise. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:
(i) in cash or by check, payable to the order of the Company;
(ii) except as the Board may otherwise provide, and as set forth in an option
agreement by and between the Company and a Participant, by (A) delivery of an
irrevocable and unconditional undertaking by a creditworthy broker to deliver
promptly to the Company sufficient funds to pay the exercise price and any
required tax withholding or (B) delivery by the Participant to the Company of
a copy of irrevocable and unconditional instructions to a creditworthy broker
to deliver promptly to the Company cash or a check sufficient to pay the
exercise price and any required tax withholding;
(iii) when the Common Stock is registered under the Exchange Act, by delivery
of shares of Common Stock owned by the Participant valued at their fair
market value as determined by (or in a manner approved by) the Board ("Fair
Market Value"), provided (A) such method of payment is then permitted under
applicable law, (B) such Common Stock, if acquired directly from the Company,
was owned by the Participant for such minimum period of time, if any, as may
be established by the Board in its discretion and (C) such Common Stock is
not subject to any repurchase, forfeiture, unfulfilled vesting or other
similar requirements;
(iv) to the extent permitted by applicable law and by the Board, by (A)
delivery of a promissory note of the Participant (other than executive
officers and directors of the Company) to the Company on terms determined by
the Board, or (B) payment of such other lawful consideration as the Board may
determine; or
(v) by any combination of the above permitted forms of payment.
(g) Substitute Options. In connection with a merger or consolidation of an
entity with the Company or the acquisition by the Company of property or
stock of an entity, the Board may grant Options in substitution for any
options or other stock or stock-based awards granted by such entity or an
affiliate thereof. Substitute Options may be granted on such terms as the
Board deems appropriate in the circumstances, notwithstanding any limitations
on Options contained in the other sections of this Section 5 or in Section 2.
6. Restricted Stock
(a) General. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all
or part of such shares at their issue price or other stated or formula price
(or to require forfeiture of such shares if issued at no cost) from the
recipient in the event that conditions specified by the Board in the
applicable Award are not satisfied prior to the end of the applicable
restriction period or periods established by the Board for such Award (each,
a "Restricted Stock Award").
(b) Terms and Conditions. The Board shall determine the terms and conditions
of a Restricted Stock Award, including the conditions for repurchase (or
forfeiture) and the issue price, if any.
(c) Stock Certificates. Any stock certificates issued in respect of a
Restricted Stock Award shall be registered in the name of the Participant
and, unless otherwise determined by the Board, deposited by the Participant,
together with a stock power endorsed in blank, with the Company (or its
designee). At the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject
to such restrictions to the Participant or, if the Participant has died, to
the beneficiary designated, in a manner determined by the Board, by a
Participant to receive amounts due or exercise rights of the Participant in
the event of the Participant's death (the "Designated Beneficiary"). In the
absence of an effective designation by a Participant, "Designated
Beneficiary" shall mean the Participant's estate.
(d) Deferred Delivery of Shares. The Board may, at the time any Restricted
Stock Award is granted, provide that, at the time Common Stock would
otherwise be delivered pursuant to the Award, the Participant shall instead
receive an instrument evidencing the right to future delivery of Common Stock
at such time or times, and on such conditions, as the Board shall specify.
The Board may at any time accelerate the time at which delivery of all or any
part of the Common Stock shall take place.
7. Adjustments for Changes in Common Stock and Certain Other Events
(a) Changes in Capitalization. In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in
capitalization or event, or any distribution to holders of Common Stock other
than an ordinary cash dividend, (i) the number and class of securities
available under this Plan, (ii) the per-Participant limit set forth in
Section 4(b), (iii) the number and class of securities and exercise price per
share of each outstanding Option, and (iv) the repurchase price per share
subject to each outstanding Restricted Stock Award, shall be equitably
adjusted by the Company (or substituted Awards may be made, if applicable) to
the extent determined by the Board. Notwithstanding the foregoing, if
Section 7(b) also applies to any event, Section 7(b) shall govern such event
and this Section 7(a) shall not be applicable.
(b) Reorganization Events
(i) Definition. A "Reorganization Event" shall mean: (A) any merger or
consolidation of the Company with or into another entity as a result of which
all of the Common Stock of the Company is converted into or exchanged for the
right to receive cash, securities or other property or is cancelled, (B) any
exchange of all of the Common Stock of the Company for cash, securities or
other property pursuant to a share exchange transaction or (C) any
liquidation or dissolution of the Company.
(ii) Consequences of a Reorganization Event on Options. In connection with a
Reorganization Event, the Board shall take any one or more of the following
actions as to all or any outstanding Options on such terms as the Board
determines: (A) provide that Options shall be assumed, or substantially
equivalent Options shall be substituted, by the acquiring or succeeding
corporation (or an affiliate thereof), (B) upon written notice to a
Participant, provide that the Participant's unexercised Options shall become
exercisable in full and will terminate immediately prior to the consummation
of such Reorganization Event unless exercised by the Participant within a
specified period following the date of such notice, (C) in the event of a
Reorganization Event under the terms of which holders of Common Stock will
receive upon consummation thereof a cash payment for each share surrendered
in the Reorganization Event (the "Acquisition Price"), make or provide for a
cash payment to a Participant equal to (x) the excess, if any, of the
Acquisition Price times the number of shares of Common Stock subject to the
Participant's Options over (y) the aggregate exercise price of all such
outstanding Options, in exchange for the termination of such Options,
(D) provide that, in connection with a liquidation or dissolution of the
Company, Options shall convert into the right to receive liquidation proceeds
(if applicable, net of the exercise price thereof) and (E) any combination of
the foregoing.
For purposes of clause (A) above, an Option shall be considered assumed if,
following consummation of the Reorganization Event, the Option confers the
right to purchase, for each share of Common Stock subject to the Option
immediately prior to the consummation of the Reorganization Event, the
consideration (whether cash, securities or other property) received as a
result of the Reorganization Event by holders of Common Stock for each share
of Common Stock held immediately prior to the consummation of the
Reorganization Event (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the
outstanding shares of Common Stock); provided, however, that if the
consideration received as a result of the Reorganization Event is not solely
common stock of the acquiring or succeeding corporation (or an affiliate
thereof), the Company may, with the consent of the acquiring or succeeding
corporation, provide for the consideration to be received upon the exercise
of Options to consist solely of common stock of the acquiring or succeeding
corporation (or an affiliate thereof) equivalent in value (as determined by
the Board) to the per share consideration received by holders of outstanding
shares of Common Stock as a result of the Reorganization Event.
To the extent all or any portion of an Option becomes exercisable solely as a
result of clause (B) above, the Board may provide that, upon exercise of such
Option, the Participant shall receive shares subject to a right of repurchase
by the Company or its successor at the Option exercise price; such repurchase
right (x) shall lapse at the same rate as the Option would have become
exercisable under its terms and (y) shall not apply to any shares subject to
the Option that were exercisable under its terms without regard to clause (B)
above.
(iii) Consequences of a Reorganization Event on Restricted Stock Awards.
Upon the occurrence of a Reorganization Event other than a liquidation or
dissolution of the Company, the repurchase and other rights of the Company
under each outstanding Restricted Stock Award shall inure to the benefit of
the Company's successor (and the obligations thereunder shall be assumed by
the Company's successor) and shall apply to the cash, securities or other
property which the Common Stock was converted into or exchanged for pursuant
to such Reorganization Event in the same manner and to the same extent as
they applied to the Common Stock subject to such Restricted Stock Award.
Upon the occurrence of a Reorganization Event involving the liquidation or
dissolution of the Company, except to the extent specifically provided to the
contrary in the instrument evidencing any Restricted Stock Award or any other
agreement between a Participant and the Company, all restrictions and
conditions on all Restricted Stock Awards then outstanding shall
automatically be deemed terminated or satisfied.
8. General Provisions Applicable to Awards
(a) Transferability of Awards. Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the
laws of descent and distribution or, other than in the case of an Incentive
Stock Option, pursuant to a qualified domestic relations order, and, during
the life of the Participant, shall be exercisable only by the Participant;
provided, however, that the Board may permit or provide in an Award for the
gratuitous transfer of the Award by the Participant to or for the benefit of
any immediate family member, family trust or family partnership established
solely for the benefit of the Participant and/or immediate family members
thereof if, with respect to such proposed transferee, the Company would be
eligible to use a Form S-8 for the registration of the sale of the Common
Stock subject to such Award under the Securities Act of 1933, as amended;
provided, further, that the Company shall not be required to recognize any
such transfer until such time as the Participant and such permitted
transferee shall, as a condition to such transfer, deliver to the Company a
written instrument in form and substance satisfactory to the Company
confirming that such transferee shall be bound by all of the terms and
conditions of the Award. References to a Participant, to the extent relevant
in the context, shall include references to authorized transferees.
(b) Documentation. Each Award shall be evidenced in such form (written,
electronic or otherwise) as the Board shall determine. Each Award may
contain terms and conditions in addition to those set forth in the Plan.
(c)Board Discretion. Except as otherwise provided by the Plan, each Award
may be made alone or in addition or in relation to any other Award. The
terms of each Award need not be identical, and the Board need not treat
Participants uniformly.
(d) Termination of Status. The Board shall determine the effect on an Award
of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, or the Participant's
legal representative, conservator, guardian or Designated Beneficiary, may
exercise rights under the Award.
(e) Withholding. Each Participant shall pay to the Company, or make
provision satisfactory to the Company for payment of, any taxes required by
law to be withheld in connection with an Award to such Participant. If
provided for in an Award or approved by the Company, in its sole discretion,
a Participant may satisfy such tax obligations in whole or in part by
delivery of shares of Common Stock, including shares obtained from the Award
creating the tax obligation, valued at their Fair Market Value; provided,
however, except as otherwise provided by the Board, that the total tax
withholding where stock is being used to satisfy such tax obligations cannot
exceed the Company's minimum statutory withholding obligations (based on
minimum statutory withholding rates for federal and state tax purposes,
including payroll taxes, that are applicable to such supplemental taxable
income). A Participant may not use shares that are subject to any
repurchase, forfeiture, unfulfilled vesting or other similar requirements to
satisfy any withholding obligations. The Company may, to the extent
permitted by law, deduct any such tax obligations from any payment of any
kind otherwise due to a Participant.
(f) Amendment of Award. The Board may amend, modify or terminate any
outstanding Award, including, but not limited to, substituting therefor
another Award of the same or a different type, changing the date of exercise
or realization, and converting an Incentive Stock Option to a Nonstatutory
Stock Option, provided that the Participant's consent to such action shall be
required unless the Board determines that the action, taking into account any
related action, would not materially and adversely affect the Participant.
(g) Conditions on Delivery of Stock. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal
matters in connection with the issuance and delivery of such shares have been
satisfied, including any applicable securities laws and any applicable stock
exchange or stock market rules and regulations, and (iii) the Participant has
executed and delivered to the Company such representations or agreements as
the Company may consider appropriate to satisfy the requirements of any
applicable laws, rules or regulations.
(h) Acceleration. The Board may at any time provide that any Award shall
become immediately exercisable in full or in part, free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as
the case may be.
9. Miscellaneous
(a) No Right To Employment or Other Status. No person shall have any claim
or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any
other relationship with the Company. The Company expressly reserves the
right at any time to dismiss or otherwise terminate its relationship with a
Participant free from any liability or claim under the Plan, except as
expressly provided in the applicable Award.
(b) No Rights As Stockholder. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of
the Common Stock by means of a stock dividend and the exercise price of and
the number of shares subject to such Option are adjusted as of the date of
the distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date
and the distribution date for such stock dividend shall be entitled to
receive, on the distribution date, the stock dividend with respect to the
shares of Common Stock acquired upon such Option exercise, notwithstanding
the fact that such shares were not outstanding as of the close of business on
the record date for such stock dividend.
(c) Effective Date and Term of Plan. The Plan shall become effective on the
date on which it is adopted by the Board, but no Award intended to qualify as
an Incentive Stock Option may be granted unless and until the Plan has been
approved by the Company's stockholders. No Awards shall be granted under the
Plan after the completion of 10 years from the earlier of (i) the date on
which the Plan was adopted by the Board or (ii) the date the Plan was
approved by the Company's stockholders, but Awards previously granted may
extend beyond that date.
(d) Amendment of Plan. The Board may amend, suspend or terminate the Plan or
any portion thereof at any time; provided that, to the extent determined by
the Board, no amendment requiring stockholder approval under any applicable
legal, regulatory or listing requirement shall become effective until such
stockholder approval is obtained. No Award shall be made that is conditioned
upon stockholder approval of any amendment to the Plan.
(e) Provisions for Foreign Participants. The Board may modify Awards or
Options granted to Participants who are foreign nationals or employed outside
the United States or establish subplans or procedures under the Plan to
recognize differences in laws, rules, regulations or customs of such foreign
jurisdictions with respect to tax, securities, currency, employee benefit or
other matters.
(f) Compliance With Code Section 409A. No Award shall provide for deferral
of compensation that does not comply with the requirements of Section 409A of
the Code to ensure a deferral in the inclusion of such compensation in the
gross income of the Participant, unless the Board, at the time of grant,
specifically provides that the Award is not intended to comply with such
requirements of Section 409A of the Code.
(g)Governing Law. The provisions of the Plan and all Awards made hereunder
shall be governed by, and interpreted in accordance with, the laws of the
State of Delaware, excluding choice-of-law principles of the law of such
state that would require the application of the laws of a jurisdiction other
than such state.
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