Exhibit 4.3
BIOJECT MEDICAL TECHNOLOGIES INC.
1992 STOCK INCENTIVE PLAN
(as amended through July 25, 1996)
1. Purpose. The purpose of this 1992 Stock Incentive Plan (the "Plan") is to
enable Bioject Medical Technologies Inc., an Oregon corporation (the
"Company"), to attract and retain the services of (a) selected employees,
officers and directors of the Company or of any parent or subsidiary
corporation of the Company, and (b) selected nonemployee agents, consultants,
advisers and independent contractors of the Company or any parent or
subsidiary.
2. Shares Subject to the Plan. Subject to adjustment as provided below and in
paragraph 11, up to 3,000,000 shares of Common Stock of the Company (the
"Shares") shall be offered and issued under the Plan. If an option or a stock
appreciation right granted under the Plan expires, terminates or is cancelled,
the unissued Shares subject to such option or stock appreciation right shall
again be available under the Plan. If Shares sold or awarded as a bonus under
the Plan are forfeited to the Company or repurchased by the Company, the
number of Shares forfeited or repurchased shall again be available under the
Plan.
3. Effective Date and Duration of Plan.
(a) Effective Date. The Plan shall become effective when adopted by the Board
of Directors of the Company (the "Board"). However, no option granted under
the Plan shall become exercisable until the Plan is approved by the
affirmative vote of the holders of a majority of the Common Stock of the
Company represented at a shareholder meeting at which a quorum is present, and
any such awards under the Plan prior to such approval shall be conditioned on
and subject to such approval. Subject to this limitation, options and stock
appreciation rights may be granted and Shares may be awarded as bonuses or
sold under the Plan at any time after the effective date and before
termination of the Plan.
(b) Duration. No options or stock appreciation rights may be granted under
the Plan, no stock bonuses may be awarded under the Plan, and no Shares may be
sold pursuant to paragraph 8 of the Plan on or after July 30, 2002. However,
the Plan shall continue in effect until all Shares available for issuance
under the Plan have been issued and all restrictions on such Shares have
lapsed. The Board may suspend or terminate the Plan at any time, except with
respect to options, stock appreciation rights and Shares subject to
restrictions then outstanding under the Plan. Termination shall not affect
any outstanding options, stock appreciation rights, any right of the Company
to repurchase Shares or the forfeitability of Shares issued under the Plan.
4. Administration.
(a) The Plan shall be administered by a committee appointed by the Board
consisting of not less than two directors (the "Committee"). The Committee
shall determine and designate from time to time the individuals to whom awards
shall be made, the amount of the awards, and the other terms and conditions of
the awards; provided, however, that only the Board may amend or terminate the
Plan as provided in paragraphs 3 and 14. At any time when the officers and
directors of the Company are subject to Section 16(b) of the Securities
Exchange Act of 1934 (the "Exchange Act"), the Committee shall consist solely
of "disinterested" directors as such term is defined from time to time in
Rule 16b-3 under the Exchange Act. No member of the Committee shall be
eligible to receive any award under the Plan while such person serves as a
Committee member, except pursuant to paragraph 10.
(b) Subject to the provisions of the Plan, the Committee may from time to time
adopt and amend rules and regulations relating to administration of the Plan,
advance the lapse of any waiting period, accelerate any exercise date, waive
or modify any restriction applicable to Shares (except those restrictions
imposed by law) and make all other determinations in the judgment of the
Committee necessary or desirable for the administration of the Plan. The
interpretation and construction of the provisions of the Plan and related
agreements by the Committee shall be final and conclusive. The Committee may
correct any defect or supply any omission or reconcile any inconsistency in
the Plan or in any related agreement 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.
5. Types of Awards; Eligibility. The Committee may, from time to time, take
the following actions under the Plan: (i) grant Incentive Stock Options, as
defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), as provided in paragraph 6(b); (ii) grant options other than
Incentive Stock Options ("Nonstatutory Stock Options") as provided in
paragraph 6(c); (iii) award stock bonuses as provided in paragraph 7;
(iv) sell Shares as provided in paragraph 8; and (v) grant stock appreciation
rights as provided in paragraph 9. Any such awards may be made to employees
(including employees who are officers or directors) of the Company or of any
parent or subsidiary corporation of the Company, and to other individuals
described in paragraph 1 who the Committee believes have made or will make an
important contribution to the Company or its parent or subsidiaries; provided,
however, that only employees of the Company or a parent or subsidiary shall be
eligible to receive Incentive Stock Options under the Plan, and, provided
further, that directors who are not employees shall receive awards only
pursuant to paragraph 10. The Committee shall select the individuals to whom
awards shall be made and shall specify the action taken with respect to each
individual to whom an award is made under the Plan. At the discretion of the
Committee, an individual may be given an election to surrender an award in
exchange for the grant of a new award.
6. Option Grants
(a) Grant. Each option granted under the Plan shall be evidenced by a stock
option agreement in such form as the Committee shall prescribe from time to
time in accordance with the Plan. With respect to each option grant, the
Committee shall determine the number of Shares subject to the option, the
option price, the period of the option, and the time or times at which the
option may be exercised and whether the option is an Incentive Stock Option or
a Nonstatutory Stock Option.
(b) Incentive Stock Options. Incentive Stock Options granted under the Plan
shall be subject to the following terms and conditions:
(i) No employee may be granted Incentive Stock Options under the Plan such
that the aggregate fair market value, on the date of grant, of the Shares with
respect to which Incentive Stock Options are exercisable for the first time by
that employee during any calendar year under the Plan and under any other
incentive stock option plan (within the meaning of Section 422 of the Code) of
the Company or of any parent or subsidiary corporation of the Company exceeds
$100,000.
(ii) An Incentive Stock Option may be granted under the Plan to an employee
possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company or of any parent or subsidiary corporation of
the Company only if the option price is at least 110 percent of the fair
market value, as described in paragraph 6(b)(iv), of the Shares subject to the
option on the date it is granted, and the option by its terms is not
exercisable more than five years from the date of grant.
(iii) Subject to paragraphs 6(b)(ii) and 6(d), Incentive Stock Options
granted under the Plan shall continue in effect for the period fixed by the
Committee, except that no Incentive Stock Option shall be exercisable more
than 10 years from the date of grant.
(iv) the option price per Share shall be determined by the Committee at the
time of grant. Subject to paragraph 6(b)(ii), the option price shall not be
less than 100 percent of the fair market value of the Shares covered by the
Incentive Stock Option at the date the option is granted. The fair market
value shall be deemed to be the average of the closing bid and asked prices
for the Common Stock of the Company as reported on the National Association of
Securities Dealers, Inc. Automated Quotation System on the day preceding the
day the option is granted, or if there has been no sale on that date, on the
last preceding date on which a sale occurred, or such other reported value of
the Common Stock of the Company as shall be specified by the Committee.
(v) The Committee may at any time without the consent of the optionee convert
an Incentive Stock Option into a Nonstatutory Stock Option.
(c) Nonstatutory Stock Options. Nonstatutory Stock Options shall be subject
to the following additional terms and conditions:
(i) The option price for Nonstatutory Stock Options shall be determined by
the Committee at the time of grant. The option price may not be less than
75 percent of the fair market value of the Shares covered by the Nonstatutory
Stock Option on the date of grant. The fair market value of the Shares
covered by a Nonstatutory Stock Option shall be determined pursuant to
paragraph 6(b)(iv).
(ii) Nonstatutory Stock Options granted under the Plan shall continue in
effect for the period fixed by the Committee.
(d) Exercise of Options. Except as provided in paragraph 6(f) or as
determined by the Committee, no option granted under the Plan may be exercised
unless at the time of such exercise the optionee is employed by or in the
service of the Company or any parent or subsidiary corporation of the Company
and shall have been so employed or have provided such service continuously
since the date such option was granted. Absence on leave or on account of
illness or disability under rules established by the Committee shall not,
however, be deemed an interruption of employment for purposes of the Plan.
Unless otherwise determined by the Committee, vesting of options shall not
continue during an absence on leave (including an extended illness) or on
account of disability. No option may be exercised by an officer or director
of the Company within six months of the date of grant. Except as provided in
paragraphs 6(f), 11 and 12, options granted under the Plan may be exercised
from time to time over the period stated in each option in such amounts and at
such times as shall be prescribed by the Committee, provided that options
shall not be exercised for fractional shares. Unless otherwise determined by
the Committee, if the optionee does not exercise an option in any one year
with respect to the full number of Shares to which the optionee is entitled in
that year, the optionee's rights shall be cumulative and the optionee may
purchase those Shares in any subsequent year during the term of the option.
(e) Nontransferability. Each option granted under the Plan by its terms shall
be nonassignable and nontransferable by the optionee, either voluntarily or by
operation of law, except by will or by the laws of descent and distribution of
the state or country of the optionee's domicile at the time of death, and each
option by its terms shall be exercisable during the optionee's lifetime only
by the optionee.
(f) Termination of Employment or Service.
(I) In the event the employment or service of the optionee by the Company or a
parent or subsidiary corporation of the Company terminates for any reason
other than because of death or physical disability, the option may be
exercised at any time prior to the expiration date of the option or the
expiration of three months after the date of such termination, whichever is
the shorter period, but only if and to the extent the optionee was entitled to
exercise the option at the date of such termination.
(ii) In the event of the termination of the optionee's employment or service
with the Company or a parent or subsidiary corporation of the Company because
the optionee becomes disabled (within the meaning of Section 22(e)(3) of the
Code), the option may be exercised at any time prior to the expiration date of
the option or the expiration of one year after the date of such termination,
whichever is the shorter period, but only if and to the extent the optionee
was entitled to exercise the option at the date of such termination.
(iii) In the event of the death of an optionee while employed by or providing
service to the Company or a parent or subsidiary corporation of the Company,
the option may be exercised at any time prior to the expiration date of the
option or the expiration of one year after the date of such death, whichever
is the shorter period, but only if and to the extent the optionee was entitled
to exercise the option on the date of death, and only by the person or persons
to whom such optionee's rights under the option shall pass by the optionee's
will or by the laws of descent and distribution of the state or country of
domicile at the time of death.
(iv) The Committee, at the time of grant or at any time thereafter, may extend
the three-month and one-year expiration periods any length of time not later
than the original expiration date of the option, and may increase the portion
of an option that is exercisable, subject to such terms and conditions as the
Committee may determine.
(v) To the extent that the option of any deceased optionee or of any optionee
whose employment or service terminates is not exercised within the applicable
period, all further rights to purchase Shares pursuant to such option shall
cease and terminate.
(g) Purchase of Shares. Unless the Committee determines otherwise, Shares may
be acquired pursuant to an option only upon receipt by the Company of notice
in writing from the optionee of the optionee's intention to exercise,
specifying the number of Shares as to which the optionee desires to exercise
the option and the date on which the optionee desires to complete the
transaction, and, if required to comply with the Securities Act of 1933, as
amended, or state securities laws, the notice shall include a representation
that it is the optionee's present intention to acquire the Shares for
investment and not with a view to distribution. The certificates representing
the Shares shall bear any legends required by the Committee. Unless the
Committee determines otherwise, on or before the date specified for completion
of the purchase of Shares pursuant to an option, the optionee must have paid
the Company the full purchase price of such Shares in cash (including, with
the consent of the Committee, cash that may be the proceeds of a loan from the
Company), or, with the consent of the Committee, in whole or in part, in
Shares valued at fair market value, as determined pursuant to paragraph
6(b)(iv). Unless the Committee determines otherwise, all payments made to the
Company in connection with the exercise of an option must be made by a
certified or cashier's bank check or by the transfer of immediately available
federal funds. No Shares shall be issued until full payment therefor has been
made. With the consent of the Committee, an optionee may request the Company
to apply automatically the Shares to be received upon the exercise of a
portion of a stock option (even though stock certificates have not yet been
issued) to satisfy the purchase price for additional portions of the option.
Each optionee who has exercised an option shall immediately upon notification
of the amount due, if any, pay to the Company in cash amounts necessary to
satisfy any applicable federal, state and local tax withholding requirements.
If additional withholding is or becomes required beyond any amount deposited
before delivery of the certificates, the optionee shall pay such amount to the
Company on demand. If the optionee fails to pay the amount demanded, the
Company or any parent or subsidiary corporation of the Company may withhold
that amount from other amounts payable to the optionee by the Company or the
parent or subsidiary corporation, including salary, subject to applicable law.
With the consent of the Committee, an optionee may deliver Shares to the
Company to satisfy the withholding obligation.
7. Stock Bonuses. The Committee may award Shares under the Plan as stock
bonuses. Shares awarded as a stock bonus shall be subject to such terms,
conditions, and restrictions as shall be determined by the Committee, all of
which shall be evidenced in a writing signed by the recipient prior to
receiving the bonus Shares. The Committee may not require the recipient to
pay any monetary consideration other than amounts necessary to satisfy tax
withholding requirements. The certificates representing the Shares awarded
shall bear any legends required by the Committee. The Company may require any
recipient of a stock bonus to pay to the Company in cash upon demand amounts
necessary to satisfy any applicable federal, state or local tax withholding
requirements. If the recipient fails to pay the amount demanded, the Company
or any parent or subsidiary corporation of the Company may withhold that
amount from other amounts payable to the recipient by the Company or the
parent or subsidiary corporation, including salary, subject to applicable law.
With the consent of the Committee, a recipient may deliver Shares to the
Company to satisfy the withholding obligation.
8. Stock Sales. The Committee may issue Shares under the Plan for such
consideration (including promissory notes and services) as determined by the
Committee, provided that in no event shall the consideration be less than 75
percent of the fair market value of the Shares at the time of issuance,
determined pursuant to paragraph 6(b)(iv). Shares issued under this
paragraph 8 shall be subject to the terms, conditions and restrictions
determined by the Committee. The restrictions may include restrictions
concerning transferability, repurchase by the Company and forfeiture of the
Shares issued, together with such other restrictions as may be determined by
the Committee. The certificates representing the Shares shall bear any
legends required by the Committee. The Company may require any purchaser of
stock issued under this paragraph 8 to pay to the Company in cash upon demand
amounts necessary to satisfy any applicable federal, state or local tax
withholding requirements. If the purchaser fails to pay the amount demanded,
the Company or any parent or subsidiary corporation of the Company may
withhold that amount from other amounts payable to the purchaser by the
Company or any parent or subsidiary corporation, including salary, subject to
applicable law. With the consent of the Committee, a purchaser may deliver
Shares to the Company to satisfy the withholding obligation.
9. Stock Appreciation Rights.
(a) Grant. Stock appreciation rights may be granted under the Plan by the
Committee, subject to such rules, terms, and conditions as the Committee
prescribes.
(b) Exercise.
(I) A stock appreciation right shall be exercisable only at the time or times
established by the Committee. If a stock appreciation right is granted in
connection with an option, the stock appreciation right shall be exercisable
only to the extent and on the same conditions that the related option could be
exercised. Upon exercise of a stock appreciation right, any option or portion
thereof to which the stock appreciation right relates terminates. If a stock
appreciation right is granted in connection with an option, upon exercise of
the option, the stock appreciation right or portion thereof to which the
option relates terminates. No stock appreciation right granted to an officer
or director may be exercised during the first six months following the date of
grant.
(ii) The Committee may withdraw any stock appreciation right granted under the
Plan at any time and may impose any conditions upon the exercise of a stock
appreciation right or adopt rules and regulations from time to time affecting
the rights of holders of stock appreciation rights. Such rules and
regulations may govern the right to exercise stock appreciation rights granted
before adoption or amendment of such rules and regulations as well as stock
appreciation rights granted thereafter.
(iii) Each stock appreciation right shall entitle the holder, upon exercise,
to receive from the Company in exchange therefor an amount equal in value to
the excess of the fair market value on the date of exercise of one Share over
its fair market value on the date of grant (or, in the case of a stock
appreciation right granted in connection with an option, the option price per
Share under the option to which the stock appreciation right relates),
multiplied by the number of Shares covered by the stock appreciation right or
the option, or portion thereof, that is surrendered. No stock appreciation
right shall be exercisable at a time that the amount determined under this
subparagraph is negative. Payment by the Company upon exercise of a stock
appreciation right may be made in Shares valued at fair market value, in cash,
or partly in Shares and partly in cash, all as determined by the Committee.
(iv) For purposes of this paragraph 9, the fair market value of the Shares
shall be determined pursuant to paragraph 6(b)(iv), on the trading day
preceding the date the stock appreciation right is exercised.
(v) No fractional Shares shall be issued upon exercise of a stock appreciation
right. In lieu thereof, cash may be paid in an amount equal to the value of
the fraction or, if the Committee shall determine, the number of Shares may be
rounded downward to the next whole Share.
(vi) Each participant who has exercised a stock appreciation right shall, upon
notification of the amount due, pay to the Company in cash amounts necessary
to satisfy any applicable federal, state or local tax withholding
requirements. If the participant fails to pay the amount demanded, the
Company or any parent or subsidiary corporation of the Company may withhold
that amount from other amounts payable to the participant by the Company or
any parent or subsidiary corporation, including salary, subject to applicable
law. With the consent of the Committee, a participant may satisfy this
obligation, in whole or in part, by having the Company withhold from any
Shares to be issued upon the exercise that number of Shares that would satisfy
the withholding amount due or by delivering Shares to the Company to satisfy
the withholding amount.
(vii) Upon the exercise of a stock appreciation right for Shares, the number
of Shares reserved for issuance under the Plan shall be reduced by the number
of Shares issued. Cash payments of stock appreciation rights shall not reduce
the number of Shares reserved for issuance under the Plan.
10. Option Grants to Non-Employee Directors.
(a) Automatic Grants. Immediately after the close of each annual shareholder
meeting (commencing with the 1993 annual meeting), each person then serving as
a Non-Employee Director, including any such person who is elected at such
meeting, shall automatically be granted a Nonstatutory Stock Option to
purchase 17,500 Shares. A "Non-Employee Director" is a director of the
Company who is not an employee of the Company or of any parent or subsidiary
corporation of the Company on the date the option is granted.
(b) Terms of Options. The exercise price for options granted under this
paragraph 10 shall be the fair market value of the Shares on the date of
grant, determined pursuant to paragraph 6(b)(iv). Each such option shall have
an eight-year term from the date of grant, unless earlier terminated as
provided in paragraph 6(f), and shall become exercisable with respect to 8,750
shares six months after the date of grant, with the remaining 8,750 shares
becoming exercisable on the first anniversary of the date of grant.
11. Changes in Capital Structure. If the outstanding shares of Common Stock of
the Company are hereafter increased or decreased or changed into or exchanged
for a different number or kind of shares or other securities of the Company or
of another corporation by reason of any recapitalization, reclassification,
stock split, combination of shares or dividend payable in shares, the
Committee shall make appropriate adjustments (i) in the number and kind of
shares available for awards under the Plan; and (ii) in the number and kind of
shares as to which outstanding options and stock appreciation rights, or
portions thereof then unexercised, shall be exercisable, so that the
participant's proportionate interest before and after the occurrence of the
event is maintained, provided that this paragraph 11 shall not apply with
respect to transactions referred to in paragraph 12. The Committee may also
require that any securities issued in respect of or exchanged for Shares
issued hereunder that are subject to restrictions be subject to similar
restrictions. Notwithstanding the foregoing, the Committee shall have no
obligation to effect any adjustment that would or might result in the issuance
of fractional shares, and any fractional shares resulting from any adjustment
may be disregarded or provided for in any manner determined by the Committee.
Any such adjustment made by the Committee shall be conclusive.
12. Effect of Reorganization or Liquidation.
(a) Cash, Stock or Other Property for Stock. Except as provided in
paragraph 12(b), upon a merger, consolidation, reorganization, plan of
exchange or liquidation involving the Company, as a result of which the
shareholders of the Company receive cash, stock or other property in exchange
for or in connection with their Common Stock (any such transaction to be
referred to in this paragraph 12 as an "Accelerating Event"), any option or
stock appreciation right granted hereunder shall terminate, except as
specified in the following sentence, but the optionee shall have the right
during a 30-day period immediately prior to any such Accelerating Event to
exercise his or her option or stock appreciation right, in whole or in part,
without any limitation on exercisability. With respect to an option or stock
appreciation right granted to an officer or director less than six months
prior to any Accelerating Event, such officer or director shall have the right
to require the Company to purchase such option or stock appreciation right at
a purchase price computed pursuant to paragraph 12(c) during the 30-day period
following the expiration of six months following the date of such grant, and
this right shall apply even if the option or stock appreciation right has
otherwise terminated pursuant to paragraph 6(f) following such Accelerating
Event.
(b) Stock for Stock. If the shareholders of the Company receive capital stock
of another corporation ("Exchange Stock") in exchange for their Common Stock
in any transaction involving a merger, consolidation, reorganization, or plan
of exchange, all options granted hereunder shall be converted into options to
purchase shares of Exchange Stock and all stock appreciation rights granted
hereunder shall be converted into stock appreciation rights measured by the
Exchange Stock, unless the Committee, in its sole discretion, determines that
any or all such options or stock appreciation rights granted hereunder shall
not be converted, but instead shall terminate in accordance with the
provisions of paragraph 12(a). The amount and price of converted options and
stock appreciation rights shall be determined by adjusting the amount and
price of the options or stock appreciation rights granted hereunder to take
into account the relative values of the Exchange Stock and the Common Stock in
the transaction.
(c) Purchase Price. With respect to an option granted to an officer or
director less than six months prior to an Accelerating Event, the purchase
price payable pursuant to paragraph 12(a) shall be computed as follows:
(i) With respect to a Nonstatutory Stock Option and a stock appreciation right
as to which no Incentive Stock Option has been granted, the purchase price
shall be the product of (A) the excess, if any, of the higher of (1) the
purchase price paid for each Share in the Accelerating Event, or (2) the
highest fair market value of a Share (determined pursuant to
paragraph 6(b)(iv)) during the 30-day period ending on the day the
Accelerating Event occurs, over the option price, and (B) the number of Shares
covered by the option or stock appreciation right.
(ii) With respect to an Incentive Stock Option and a stock appreciation right
as to which an Incentive Stock Option has been granted, the purchase price
shall be the product of (A) the excess, if any, of the fair market value of
each Share on the date of exercise over the option price, and (B) the number
of Shares covered by the option or stock appreciation right.
(iii) No option or stock appreciation right may be exercised in connection
with an Accelerating Event if the purchase price determined under this
paragraph 12(c)is negative.
(d) The rights set forth in this paragraph 12 shall be transferable only to
the extent the related option or stock appreciation right is transferable.
13. Corporate Mergers, Acquisitions, Etc. The Committee may also grant
options, grant stock appreciation rights, award stock bonuses and sell stock
under the Plan having terms, conditions and provisions that vary from those
specified in the Plan; provided that any such awards are granted in
substitution for, or in connection with the assumption of, existing options,
stock appreciation rights, stock bonuses and stock sold or awarded by another
corporation and assumed or otherwise agreed to be provided for by the Company
pursuant to or by reason of a transaction involving a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation to which the Company or a parent or subsidiary corporation of the
Company is a party.
14. Amendment of Plan.
(a) The Board may at any time, and from time to time, modify or amend the Plan
in such respects as it shall deem advisable because of changes in the law
while the Plan is in effect or for any other reason. Except as provided in
paragraphs 6(b)(v), 11, 12 and 13, however, no change in an award already
granted shall be made without the written consent of the holder of such award.
(b) Notwithstanding any other provision in the Plan, paragraph 10 may be
amended or modified by the Board or the shareholders of the Company only once
in any six-month period, except as may be required to comport with changes in
the Code, or the Employee Retirement Income Security Act, or the rules
promulgated thereunder.
15. Approvals. The obligations of the Company under the Plan are subject to
the approval of state and federal authorities or agencies with jurisdiction in
the matter. The Company shall not be obligated to issue or deliver Shares
under the Plan if such issuance or delivery would violate applicable state or
federal securities laws, or if compliance with such laws would, in the opinion
of the Company, be unduly burdensome or require the disclosure of information
which would not be in the Company's best interests.
16. Employment and Service Rights. Nothing in the Plan or any award pursuant
to the Plan shall (i) confer upon any employee any right to be continued in
the employment of the Company or any parent or subsidiary corporation of the
Company or shall interfere in any way with the right of the Company or any
parent or subsidiary corporation of the Company by whom such employee is
employed to terminate such employee's employment at any time, for any reason,
with or without cause, or to increase or decrease such employee's compensation
or benefits; or (ii) confer upon any person engaged by the Company or any
parent or subsidiary corporation of the Company any right to be retained or
employed by the Company or the parent or subsidiary or to the continuation,
extension, renewal, or modification of any compensation, contract, or
arrangement with or by the Company or the parent or subsidiary.
17. Rights as a Shareholder. The recipient of any award under the Plan shall
have no rights as a shareholder with respect to any Shares until the date of
issue to the recipient of a stock certificate for such Shares. Except as
otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.