ORBITAL SCIENCES CORPORATION
1990 STOCK OPTION PLAN
(Restated Effective April 27, 1995)
ARTICLE I
PURPOSE OF PLAN
The purpose of this 1990 Stock Option Plan is to
promote the growth and profitability of Orbital Sciences
Corporation by providing, through the ownership of Shares,
incentives to attract and retain highly talented persons to
provide managerial and administrative services to the Company and
other Participating Companies and to motivate such persons to use
their best effort on behalf of the Company and other
Participating Companies.
ARTICLE II
DEFINITIONS
For the purposes of this Plan, the following terms
shall have the meanings set forth in this Article II:
2.01 Accrued Installment. The term "Accrued Installment"
shall mean any vested installment of an Option.
2.02 Board. The term "Board" shall mean the Board of
Directors of the Company.
2.03 Committee. The term "Committee" shall mean a
committee appointed by the Board pursuant to Section 3.04 and
constituting not less than three (3) members of the Board.
2.04 Company. The term "Company" shall mean Orbital
Sciences Corporation, a Delaware corporation, or any successor
thereof.
2.05 Director. The term "Director" shall mean a member of
the Board, or a member of the board of directors of any
Participating Company.
2.06 Disinterested Person. The term "Disinterested Person"
shall mean any person defined as a disinterested person under
Rule 16b-3 of the Securities and Exchange Commission as
promulgated under the Exchange Act.
2.07 Effective Date. The term "Effective Date" shall mean
November 9, 1987.
2.08 Eligible Person. The term "Eligible Person" shall
mean any employee of any Participating Company, but shall not
include any Director of any Participating Company who is not also
an employee or officer of a Participating Company.
2.09 Exchange Act. The term "Exchange Act" shall mean the
Securities Exchange Act of 1934, as amended.
2.10 Fair Market Value. The term "Fair Market Value," when
used with respect to the determination of the option price of
Options, shall mean the closing sale price of Shares on the
national securities exchange on which Shares are then principally
traded or, if that measure of price is not available, on a
composite index of such exchanges or, if that measure of price is
not available, in a national market system for securities on the
date of the grant of the Option. In the event that there are no
sales of Shares on any such exchange or market on such date of
the grant of the Option, the fair market value of Shares on the
date of the grant shall be deemed to be the closing sales price
on the next preceding day on which Shares were sold on any such
exchange or market. In the event that such Shares are not listed
on any such market or exchange on such date of the grant of the
Option, a reasonable valuation of the fair market value of the
Shares on the date of the grant shall be made by the Board.
2.11 I.R.C. The term "I.R.C." shall mean the Internal
Revenue Code of 1986, as it may be amended from time to time.
2.12 Incentive Stock Option. The term "Incentive Stock
Option" shall mean any Option intended to satisfy the
requirements under I.R.C. Section 422(b) as an incentive stock
option.
2.13 Nonstatutory Stock Option. The term "Nonstatutory
Stock Option" shall mean any Option granted under the Plan that
does not qualify as an Incentive Stock Option.
2.14 Option. The term "Option" shall mean an option to
acquire Shares granted under the Plan.
2.15 Optionee. The term "Optionee" shall mean an Eligible
Person who has been granted Options.
2.16 ORBCOMM Partnerships. The term "ORBCOMM Partnerships"
shall mean ORBCOMM Development Partners, L.P., ORBCOMM U.S.
Partners, L.P., ORBCOMM International Partners, L.P. and any
successor partnerships thereto; provided, however, that the term
"ORBCOMM Partnership" shall not include any partnership at any
time when the Company holds, directly or indirectly,
Participation Percentages (as defined in the applicable
partnership agreement) in such partnership aggregating less than
20%.
2.17 Parent Corporation. The term "Parent Corporation"
shall mean a corporation as defined in I.R.C. Section 425(e).
2.18 Participating Company. The term "Participating
Company" shall mean the Company and, any Parent Corporation or of
the Company, any Subsidiary Corporation of the Company or its
Parent Corporation and any ORBCOMM Partnership.
2.19 Plan. The term "Plan" shall refer to the Stock Option
Plan of the Company set forth herein that provides for the
granting of Incentive Stock Options and Nonstatutory Stock
Options.
2.20 Restricted Shareholder. The term "Restricted
Shareholder" shall mean an Optionee granted an Incentive Stock
Option who, at the time the Incentive Stock Option is granted,
owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company,
with stock ownership determined in accordance with the
attribution rules of I.R.C. Section 425(d).
2.21 Shares. The term "Shares" shall mean shares of the
Company's authorized Common Stock, $.01 par value, and may be
unissued shares or treasury shares or shares purchased for
purposes of the Plan.
2.22 Subsidiary Corporation. The term "Subsidiary
Corporation" shall mean a corporation as defined in I.R.C.
Section 425(f).
2.23 Terminating Transaction. The term "Terminating
Transaction" shall mean any of the following events: (a) the
dissolution or liquidation of the Company; (b) a reorganization,
merger or consolidation of the Company with one or more other
corporations as a result of which the Company goes out of
existence or becomes a subsidiary of another corporation other
than a corporation that was a Participating Company immediately
prior to such event (which shall be deemed to have occurred if
another corporation shall own, directly or indirectly, eighty
percent (80%) or more of the aggregate voting power of all
outstanding equity securities of the Company); (c) a sale of
substantially all of the Company's assets to a person or persons
other than a corporation that was a Participating Company
immediately prior to such event; or (d) a sale to one person (or
two or more persons acting in concert) of equity securities of
the Company representing eighty percent (80%) or more of the
aggregate voting power of all outstanding equity securities of
the Company. As used herein or elsewhere in this Plan, the word
"person" shall mean an individual, corporation, partnership,
association or other person or entity, or any group of two or
more of the foregoing that have agreed to act together.
2.24 Termination Date. The term "Termination Date" shall
mean November 9, 1997.
2.25 Total Disability. The term "Total Disability" shall
mean a total and permanent disability as that term is defined in
I.R.C. Section 22(e)(3).
ARTICLE III
ADMINISTRATION OF PLAN
3.01 Administration by Board. The Plan shall be
administered by the Board. The Board shall have full and
absolute power and authority in its sole discretion to
(a) determine which Eligible Persons shall receive Options;
(b) determine the time when Options shall be granted;
(c) determine the terms and conditions, not inconsistent with the
provisions of the Plan, of any Option granted hereunder,
including whether such Option is an Incentive Stock Option or a
Nonstatutory Stock Option (except that Incentive Stock Options
may not be granted to any Eligible Person that is not an employee
or officer of the Company, any Parent Corporation of the Company
or any Subsidiary Corporation of the Company or its Parent
Corporation); (d) determine the number of Shares which may be
issued upon exercise of the Options; and (e) interpret the
provisions of this Plan and of any Option granted under this
Plan.
3.02 Rules and Regulations. The Board may adopt such rules
and regulations as the Board may deem necessary or appropriate to
carry out the purposes of the Plan and shall have authority to do
everything necessary or appropriate to administer the Plan.
3.03 Binding Authority. All decisions, determinations,
interpretations or other actions by the Board shall be final,
conclusive and binding on all Eligible Persons, Optionees,
Participating Companies and any successors-in-interest to such
parties.
3.04 Administration by Committee.
(a) The Board, in its sole discretion, may, from time
to time, appoint a Committee to administer the Plan and exercise
all of the powers, authority and discretion of the Board under
the Plan, other than the power and authority to amend and
terminate the Plan under Section 7.01.
(b) In establishing the Committee, each member of the
Committee must be a Disinterested Person, and the Board may, but
is not required to, take such other actions as are deemed
necessary or advisable to conform the Plan to the requirements of
Rule 16b-3 as promulgated under the Exchange Act.
(c) The Committee, in its sole discretion, may, from
time to time, delegate to the Chairman, the President and the
Chief Executive Officer, or any of them, while any such officer
is a member of the Board, authority to grant Options under the
Plan to Eligible Persons who are not officers of the Company
within the meaning of Rule 16a1-(f) promulgated under the
Exchange Act. Such authority shall be on such terms and
conditions, and subject to such limitations, as the Committee
shall specify in its delegation of authority. Except to the
extent otherwise specified by the Committee in such delegation,
the delegated authority to grant Options shall include the full
and absolute power in his or their sole discretion to (a)
determine which of such Eligible Persons shall receive Options,
(b) determine the time when such Options shall be granted, (c)
determine the terms and conditions (including the amount and
manner of payment of the exercise price), not inconsistent with
the provisions of the Plan, of any such Option granted pursuant
to such delegated authority, and (d) determine the number of
Shares that may be issued upon exercise of such Options. Except
to the extent otherwise specified by the Committee in such
delegation, the authority so delegated shall be in addition to,
and not in lieu of, the authority of the Committee to grant
options to Eligible Persons, including Eligible Persons who are
not officers within the meaning of such Rule 16a-1(f).
(d) The Committee, the Chairman, the President and the
Chief Executive Officer shall report to the Board the names of
Eligible Persons granted Options by the Committee or such
officer, as the case may be, the number of Shares covered by each
Option, and the terms and conditions of each such Option.
ARTICLE IV
NUMBER OF SHARES AVAILABLE FOR GRANT
Subject to the following provisions of this
Article IV, the maximum aggregate number of Shares which may be
optioned and sold under the Plan is 2,975,000. In the event that
Options granted under the Plan shall, for any reason, terminate,
lapse, be forfeited or expire without being exercised, the Shares
subject to such unexercised Options shall again be available for
the granting of Options under the Plan. In the event that Shares
that were previously issued by the Company, upon exercise of an
Option, are reacquired by the Company as part of the
consideration received (in accordance with Section 6.05(b)
hereof) upon the subsequent exercise of an Option, such
reacquired Shares shall again be available for the granting of
Options hereunder. Notwithstanding any other provision of the
Plan, no Eligible Person may be granted in any two-year period
Options to acquire more than 70,000 Shares except that Options to
acquire up to an additional 50,000 Shares may be granted in
connection with an Eligible Person's initial hiring as an
employee of a Participating Company or in connection with such
Eligible Person's employer becoming a Participating Company.
ARTICLE V
TERM OF PLAN
The Plan shall be effective as of the Effective Date
and shall terminate on the Termination Date. No Option may be
granted hereunder after the Termination Date.
ARTICLE VI
OPTION TERMS
6.01 Form of Option Agreement. Any Option granted under
the Plan shall be evidenced by an agreement ("Option Agreement")
in such form as the Board, in its discretion, may, from time to
time, approve. Any Option Agreement shall contain such terms and
conditions as the Board may deem necessary or appropriate and
which are not inconsistent with the provisions of the Plan.
6.02 Option Exercise Price. The option exercise price for
Shares to be issued under the Plan shall be determined by the
Board in its sole discretion, but in no event shall the option
exercise price be less than the Fair Market Value of the Shares
in the case of an Incentive Stock Option, or less than eighty-
five percent (85%) of the Fair Market Value in the case of a
Nonstatutory Stock Option.
6.03 Vesting and Exercise of Options. Subject to the
limitations set forth herein and/or in any applicable Option
Agreement entered into hereunder, Options granted under the Plan
shall vest and be exercisable in accordance with the rules set
forth in this Section 6.03:
(a) General. Subject to the other provisions of this
Section 6.03, Options shall vest and become exercisable at such
time and in such installments as the Board shall provide in each
individual Option Agreement. Notwithstanding the foregoing, the
Board may, in its sole discretion, accelerate the time at which
an Option or installment thereof may be exercised. Unless
otherwise provided in this Section 6.03 or in the Option
Agreement pursuant to which an Option is granted, an Option may
be exercised when Accrued Installments accrue as provided in such
Option Agreement and at any time thereafter until, and including,
the day before the Option Termination Date.
(b) Termination of Options. All installments of an
Option shall expire and terminate on such date as the Board shall
determine ("Option Termination Date"), which in no event shall be
later than ten (10) years from the date such Option was granted
and, in the case of an Incentive Stock Option granted to a
Restricted Shareholder, the Option shall, by its terms, not be
exercisable after the expiration of five (5) years from the date
such Option was granted.
(c) Termination of Employment or Directorship other
than by Death or Total Disability. In the event that the
employment of an Optionee with a Participating Company is
terminated for any reason (other than death or Total Disability),
any installments under an Option held by such Optionee that have
not accrued as of the employment termination date shall expire
and become unexercisable as of the employment termination date.
In the event that an Optionee who is a Director ceases to be a
Director for any reason (other than death or Total Disability),
any installments under an Option held by such Optionee that have
not accrued as of the directorship termination date shall expire
and become unexercisable as of the directorship termination date.
All Accrued Installments as of the employment termination date or
the directorship termination date (whichever may be applicable)
shall expire and become unexercisable as of the earlier of
(i) three (3) months following the employment or directorship
termination date; or (ii) the original Option Termination Date.
For purposes of the Plan, an Optionee who is an employee or a
Director of any Participating Company shall not be deemed to have
incurred a termination of his or her employment or a termination
of his or her directorship (whichever may be applicable) so long
as such Optionee is an employee or Director (whichever may be
applicable) of any Participating Company.
(d) Leave of Absence. An approved leave of absence
shall not constitute a termination of employment under the Plan.
An approved leave of absence shall mean an absence approved
pursuant to the policy of a Participating Company for military
leave, sick leave, or other bona fide leave, not to exceed ninety
(90) days or, if longer, as long as the employee's right to
re-employment is guaranteed by contract, statute or the policy of
a Participating Company. Notwithstanding the foregoing, in no
event shall an approved leave of absence operate to make an
Option exercisable after the original Option Termination Date.
(e) Death or Total Disability of Optionee while
Employed. In the event that the employment and/or directorship
of an Optionee with a Participating Company is terminated by
reason of death or Total Disability, any unexercised Accrued
Installments of Options granted hereunder to such Optionee shall
expire and become unexercisable as of the earlier of:
(i) The applicable Option Termination Date; or
(ii) The first anniversary of the date of
termination of employment and/or directorship of such
Optionee by reason of the Optionee's death or Total
Disability.
Any such Accrued Installments of a deceased Optionee
may be exercised prior to their expiration only by the person or
persons to whom the Optionee's Option rights pass by will or the
laws of descent and distribution. Any Option installments under
such a deceased or disabled Optionee's Option that have not
accrued as of the date of the employee's termination of
employment and/or Director's termination of directorship due to
death or Total Disability shall expire and become unexercisable
as of the employment and/or directorship termination date.
(f) Termination of Affiliation of Participating
Company. Notwithstanding the foregoing provisions of this
Section 6.03, (i) in the case of an Optionee who is an employee
or Director of a Participating Company other than the Company,
upon an Affiliation Termination (as defined herein) of such
Participating Company, such Optionee shall be deemed (for all
purposes of the Plan) to have incurred a termination of his or
her employment or directorship (whichever may be applicable) for
reasons other than death or Total Disability, with such
termination to be deemed effective as of the effective date of
said Affiliation Termination and (ii) in the case of an Optionee
who is an employee or officer of a Participating Company that is
an ORBCOMM Partnership, upon an Affiliation Termination of such
Participating Company, all unaccrued installments of any Option
held by such Optionee shall vest and become Accrued Installments
immediately prior to the effectiveness of such Affiliation
Termination and thereafter each such Option shall expire and
become unexercisable as of the earlier of (A) the applicable
Option Termination Date, (B) the first anniversary of the
Optionee's death or Total Disability or (C) three (3) months
following the date the Optionee ceases to be employed by any
Participating Company or any ORBCOMM Partnership. As used
herein, the term "Affiliation Termination" shall mean, with
respect to a Participating Company, the termination of such
Participating Company's status as an ORBCOMM Partnership or as a
Parent Corporation of the Company or a Subsidiary Corporation of
the Company or its Parent Corporation.
6.04 Exercise of Options. An Option may be exercised in
accordance with this Section 6.04 as to all or any portion of the
Shares covered by an Accrued Installment of the Option, from time
to time during the applicable option period, except that an
Option shall not be exercisable with respect to fractions of a
Share. Options may be exercised, in whole or in part, by giving
written notice of exercise to the Company, which notice shall
specify the number of Shares to be purchased and shall be
accompanied by payment in full of the purchase price in
accordance with Section 6.05. An Option shall be deemed
exercised when such written notice of exercise has been received
by the Company. No Shares shall be issued until full payment has
been made and the Optionee has satisfied such other conditions as
may be required by the Plan; as may be required by applicable
laws, rules or regulations; or as may be adopted or imposed by
the Board. Until the issuance of stock certificates, no right to
vote or receive dividends or any other rights as a stockholder
shall exist with respect to optioned Shares notwithstanding the
exercise of the Option. No adjustment will be made for a
dividend or other rights for which the record date is prior to
the date the stock certificate is issued, except as provided in
Section 6.08(a).
6.05 Payment of Option Exercise Price.
(a) Except as otherwise provided in Section 6.05(b),
the entire option exercise price shall be paid at the time the
Option is exercised by cashier's check or such other means as
deemed acceptable by the Company.
(b) In the discretion of the Board, an Optionee may
elect to pay for all or some of the Optionee's Shares with Shares
to which the Optionee has a right at the time of the exercise by
the Optionee, including Shares to which the Optionee has obtained
a right by previous exercise, subject to all restrictions and
limitations of applicable laws, rules and regulations and subject
to the satisfaction of any conditions the Board may impose,
including, but not limited to, the making of such representations
and warranties and the providing of such other assurances that
the Board may require with respect to the Optionee's title to the
Shares used for payment of the exercise price. Such payment
shall be made by delivery of certificates representing Shares,
duly endorsed or with duly signed stock power attached, such
Shares to be valued at the last reported sale price of the Shares
on a public exchange on the day immediately preceding the day
notice of exercise is received by the Company or, if such Shares
are not then listed on such stock exchange, on such basis as the
Board shall determine.
6.06 Options Not Transferable. Options granted under this
Plan may not be sold, pledged, hypothecated, assigned,
encumbered, gifted or otherwise transferred or alienated in any
manner, either voluntarily or involuntarily by operation of law,
other than by will or the laws of descent and distribution, and
may be exercised during the lifetime of an Optionee only by such
Optionee.
6.07 Restrictions on Issuance of Shares.
(a) No Shares shall be issued or delivered upon
exercise of an Option unless and until there shall have been
compliance with all applicable requirements of the Securities Act
of 1933, as amended, all applicable listing requirements of any
national securities exchange on which Shares are then listed, and
any other requirement of law or of any regulatory body having
jurisdiction over such issuance and delivery. The inability of
the Company to obtain any required permits, authorizations or
approvals necessary for the lawful issuance and sale of any
Shares hereunder on terms deemed reasonable by the Board shall
relieve the Company, the Board and any Committee of any liability
in respect of the non-issuance or sale of such Shares as to which
such requisite permits, authorizations or approvals shall not
have been obtained.
(b) As a condition to the granting or exercise of any
Option, the Board may require the person receiving or exercising
such Option to make any representation and/or warranty to the
Company as may be required under any applicable law or
regulation, including, but not limited to, a representation that
the Option and/or Shares are being acquired only for investment
and without any present intention to sell or distribute such
Option and/or Shares, if such a representation is required under
the Securities Act of 1933, as amended, or any other applicable
law, rule or regulation.
(c) The exercise of Options under the Plan is
conditioned on approval of the Plan by the vote or written
consent of a majority of the holders of outstanding Shares of the
Company's Common Stock represented and voting at a meeting within
twelve (12) months of the adoption of the Plan. In the event
such stockholder approval is not obtained within such time
period, any Options granted hereunder shall be void.
6.08 Option Adjustments.
(a) If the outstanding Shares of Common Stock of the
Company are increased, decreased, changed into or exchanged for a
different number or kind of shares of the Company through
reorganization, recapitalization, reclassification, stock
dividend, stock split or reverse stock split, upon authorization
of the Board, a proportionate adjustment shall be made in the
number or kind of shares and the per share option price thereof,
which may be issued in the aggregate and to individual Optionees
upon exercise of Options granted under the Plan; provided,
however, that no such adjustment need be made if, upon the advice
of counsel, the Board determines that such adjustment may result
in the receipt of federally taxable income to holders of Options
granted hereunder or the holders of Common Stock or other classes
of the Company's securities.
(b) Upon the occurrence of a Terminating Transaction,
as of the effective date of such Terminating Transaction, the
Plan and any then outstanding Options (whether or not vested)
shall terminate unless (i) provision is made in writing in
connection with such transaction for the continuance of the Plan
and for the assumption of such Options, or for the substitution
for such Options of new options covering the securities of any
successor or survivor corporation in the Terminating Transaction
or an affiliate thereof, with such adjustments as the Board deems
appropriate with respect to the number and kind of securities and
the per share exercise price under such substituted options, in
which event the Plan and such outstanding Options shall continue
or be replaced, as the case may be, in the manner and under the
terms so provided; or (ii) the Board otherwise shall provide in
writing for such adjustments as it deems appropriate in the terms
and conditions of the then outstanding Options (whether or not
vested), including, without limitation, (A) accelerating the
vesting of outstanding Options; and/or (B) providing for the
cancellation of Options and their automatic conversion into the
right to receive the securities or other properties that a holder
of Shares underlying such Options would have been entitled to
receive upon the consummation of such Terminating Transaction had
such Shares been issued and outstanding (net of the appropriate
option exercise prices). If, pursuant to the foregoing
provisions of this paragraph (b), the Plan and the Options shall
terminate by reason of the occurrence of a Terminating
Transaction without provision for any of the action(s) described
in clause (i) and/or (ii) hereof, then any Optionee holding
outstanding Options shall have the right, at such time
immediately prior to the consummation of the Terminating
Transaction as the Board shall designate, to exercise their
Options to the full extent not theretofore exercised, including
any installments that have not yet become Accrued Installments.
(c) Except to the extent required in order to retain
the qualification of an Option as an Incentive Stock Option under
I.R.C. Section 422, to the maximum extent possible, any
adjustments authorized under this Section 6.08 with respect to
any outstanding Options shall be made by means of appropriate
adjustments to the number of Shares (or other securities) and the
option exercise price therefor under the unexercised portions of
such outstanding Options, but without changing the aggregate
exercise price applicable to said unexercised portions. In all
cases, the nature and extent of adjustments under this Section
6.08 shall be determined by the Board in its sole discretion, and
any such determination as to what adjustments shall be made, and
the extent thereof, shall be final and binding. No fractional
shares of stock shall be issued under the Plan pursuant to any
such adjustment.
6.09 Taxes. The Board shall make such provisions and take
such steps as it deems necessary or appropriate for the
withholding of any federal, state, local and other tax required
by law to be withheld with respect to the grant or exercise of an
Option under the Plan, or with respect to the disposition of
Shares acquired pursuant to the exercise of an Option pursuant to
the Plan, including, but without limitation, the deduction of the
amount of any such withholding tax from any compensation or other
amounts payable to an Optionee by any member of the Participating
Companies, or requiring an Optionee (or the Optionee's
beneficiary or legal representative), as a condition of granting
or exercising an Option, to pay to any member of the
Participating Companies any amount required to be withheld, or to
execute such other documents as the Board deems necessary or
desirable in connection with the satisfaction of any applicable
withholding obligation.
6.10 Legends on Options and Stock Certificates. Each
Option Agreement and each certificate representing Shares
acquired upon exercise of an Option shall be endorsed with all
legends, if any, required by applicable federal and state
securities laws to be placed on the Option Agreement and/or the
certificate. The determination of which legends, if any, shall
be placed upon Stock Option Agreements and/or said Shares shall
be made by the Board in its sole discretion, and such decision
shall be final and binding.
ARTICLE VII
AMENDMENT OR TERMINATION OF PLAN
7.01 Board Authority. The Board may amend, alter and/or
terminate the Plan at any time; provided, however, that no change
shall be effective unless approved by the stockholders of the
Company if such change would cause the Option Plan to fail to
meet the qualification requirements for Incentive Stock Option
Plans as set forth in the I.R.C. or to comply with Rule 16b-3 of
the Exchange Act or any successor rule under such Act as in
effect on the date of such amendment.
7.02 Limitation on Board Authority. The Board may amend
the terms of any Option previously granted, prospectively or
retroactively, and may amend the Plan in accordance with the
provisions of Section 7.01; provided, however, that unless
required by applicable law, rule or regulation, no amendment of
the Plan or of any Option Agreement shall affect, in a material
and adverse manner, Options granted prior to the date of any such
amendment without the consent of any Optionee holding any such
affected Options.
7.03 Substitution of Options. In the Board's discretion,
the Board may, with an Optionee's consent, substitute
Nonstatutory Stock Options for outstanding Incentive Stock
Options, and any such substitution shall not constitute a new
Option grant for the purposes of the Plan, and shall not require
a revaluation of the Option exercise price for the substituted
Option. Any such substitution may be implemented by an amendment
to the applicable Option Agreement or in such other manner as the
Board in its discretion may determine.
ARTICLE VIII
GENERAL PROVISIONS
8.01 Availability of the Plan. A copy of the Plan shall be
delivered to the Secretary of the Company and shall be shown by
the Secretary to any Eligible Person making reasonable inquiry
concerning the Plan.
8.02 Notice. Any notice or other communication required or
permitted to be given pursuant to the Plan or under any Option
Agreement must be in writing and may be given by registered or
certified mail and, if given by registered or certified mail,
shall be determined to have been given and received when a
registered or certified letter containing such notice, properly
addressed with postage prepaid, is deposited in the United States
mails and, if given otherwise than by registered or certified
mail, shall be deemed to have been given when delivered to and
received by the party to whom addressed. Notice shall be given
to Eligible Persons at their most recent addresses shown in the
Company's records. Notice to the Company shall be addressed to
the Company at the address of the Company's principal executive
offices, to the attention of the Secretary of the Company.
8.03 Titles and Headings. Titles and headings of sections
of the Plan are for convenience of reference only and shall not
affect the construction of any provision of the Plan.
8.04 Governing Law. The Plan shall be governed by,
interpreted under and construed and enforced in accordance with
the internal laws, and not the laws pertaining to conflicts or
choice of laws, of the State of Delaware, applicable to
agreements made and to be performed wholly within the State of
Delaware.
LEGAL\OPTPLAN