Exhibit 4.3
BIOJECT MEDICAL TECHNOLOGIES INC.
1992 STOCK INCENTIVE PLAN
(as amended through April 3, 1997)
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 29, 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(one year in the case of officers and two years in
the case of directors) 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.