Exhibit 3.1
NETRO CORPORATION
2000 NON-EXECUTIVE STOCK INCENTIVE PLAN
(AS AMENDED AND RESTATED THROUGH JULY 16, 2002)
1. PURPOSES OF THE PLAN. The purposes of this 2000 Non-Executive Stock
Incentive Plan are to attract and retain the best available personnel for
positions of substantial responsibility, to provide additional incentive to the
Employees and Consultants of the Company and to promote the success of the
Company's business. Options granted hereunder shall be Nonstatutory Stock
Options.
2. DEFINITIONS. As used herein, the following definitions shall apply:
(a) "ADMINISTRATOR" shall mean the Board or any of its Committees
appointed pursuant to Section 4 of the Plan.
(b) "AFFILIATE" means an entity other than a Subsidiary in which the
Company owns an equity interest or which, together with the Company, is under
common control of a third person or entity.
(c) "APPLICABLE LAWS" means the legal requirements relating to the
administration of stock incentive plans under applicable U.S. state corporate
laws, U.S. federal and applicable state securities laws, the Code, any Stock
Exchange rules and regulations and the applicable laws of any other country or
jurisdiction where Awards are granted under the Plan, as such laws, rules,
regulations and requirements shall be in place from time to time.
(d) "AWARD" shall mean any award of an Option or Restricted Stock
under this Plan.
(e) "AWARD AGREEMENT" shall mean an Option Agreement or Restricted
Stock Agreement.
(f) "BOARD" shall mean the Board of Directors of the Company.
(g) "CODE" shall mean the Internal Revenue Code of 1986, as amended.
(h) "COMMITTEE" shall mean the Committee appointed by the Board of
Directors in accordance with paragraph (a) of Section 4 of the Plan, if one is
appointed.
(i) "COMMON STOCK" shall mean the Common Stock of the Company.
(j) "COMPANY" shall mean Netro Corporation, a Delaware corporation.
(k) "CONSULTANT" shall mean any person who is engaged by the Company
or any Parent, Subsidiary or Affiliate to render consulting services and is
compensated for such consulting services, excluding any Officers, Named
Executives and Directors.
(l) "CONTINUOUS SERVICE STATUS" means the absence of any
interruption or termination of service as an Employee or Consultant to the
Company or a Parent, Subsidiary or Affiliate. Continuous Service Status shall
not be considered interrupted in the case of: (i) sick leave; (ii) military
leave; (iii) any other leave of absence approved by the Administrator, provided
that such leave is for a period of not more than 90 days, unless reemployment
upon the expiration of such leave is guaranteed by contract or statute, or
unless provided otherwise pursuant to Company policy adopted from time to time;
or (iv) in the case of transfers between locations of the Company or between the
Company, its Parents, Subsidiaries or Affiliates or their respective successors.
Unless otherwise determined by the Administrator, a change in status from an
Employee to a Consultant or from a Consultant to an Employee will not constitute
an interruption of Continuous Service Status.
(m) "CORPORATE TRANSACTION" means a sale of all or substantially all
of the Company's assets, or a merger, consolidation or other capital
reorganization of the Company with or into another corporation.
(n) "DIRECTOR" shall mean a member of the Board.
(o) "EMPLOYEE" shall mean any person who is employed by the Company
or any Parent, Subsidiary or Affiliate of the Company, excluding any Officer,
Named Executive and Director.
(p) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended.
(q) "FAIR MARKET VALUE" shall mean, as of any date, the value of
Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock
exchange or a national market system including without limitation the National
Market of the National Association of Securities Dealers, Inc. Automated
Quotation ("Nasdaq") System, its Fair Market Value shall be the closing sales
price for such stock as quoted on such system on the date of determination (if
for a given day no sales were reported, the closing bid on that day shall be
used), as such price is reported in The Wall Street Journal or such other source
as the Administrator deems reliable;
(ii) If the Common Stock is quoted on the Nasdaq System (but not
on the National Market thereof) or regularly quoted by a recognized securities
dealer but selling prices are not reported, its Fair Market Value shall be the
mean between the bid and asked prices for the Common Stock or;
(iii) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Administrator.
(r) "NAMED EXECUTIVE" shall mean any individual who, on the last day
of the Company's fiscal year, is the chief executive officer of the Company (or
is acting in such capacity) or among the four highest compensated officers of
the Company (other than the chief
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executive officer). Such officer status shall be determined pursuant to the
executive compensation disclosure rules under the Exchange Act.
(s) "NONSTATUTORY STOCK OPTION" shall mean an Option not intended to
qualify as an Incentive Stock Option, as designated in the applicable option
agreement. "Incentive Stock Option" shall mean an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code, as
designated in the applicable option agreement.
(t) "OFFICER" shall mean a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.
(u) "OPTION" shall mean a stock option granted pursuant to the Plan.
(v) "OPTION AGREEMENT" means a written document, the form(s) of
which shall be approved from time to time by the Administrator, reflecting the
terms of an Option granted under the Plan and includes any documents attached to
or incorporated into such Option Agreement, including, but not limited to, a
notice of stock option grant and a form of exercise notice.
(w) "OPTIONED STOCK" shall mean the Common Stock subject to an
Option.
(x) "OPTIONEE" shall mean an Employee or Consultant who receives an
Option.
(y) "PARENT" shall mean a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.
(z) "PARTICIPANT" means an Employee or Consultant who receives an
Award hereunder.
(aa) "PLAN" shall mean this 2000 Non-Executive Stock Option Plan.
(bb) "RESTRICTED STOCK" shall mean Shares awarded pursuant to
Section 14 hereof.
(cc) "RESTRICTED STOCK AGREEMENT" means a written document, the
form(s) of which shall be approved from time to time by the Administrator,
reflecting the terms of an award of Restricted Stock under the Plan.
(dd) "RULE 16B-3" shall mean Rule 16b-3 promulgated under the
Exchange Act as the same may be amended from time to time, or any successor
provision.
(ee) "SHARE" shall mean a share of the Common Stock, as adjusted in
accordance with Section 12 of the Plan.
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(ff) "SUBSIDIARY" shall mean a "subsidiary corporation," whether now
or hereafter existing, as defined in Section 424(f) of the Code.
3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 13
of the Plan, the maximum aggregate number of shares which may be optioned and
sold under the Plan is 5,700,000 shares of Common Stock. The Shares may be
authorized, but unissued, or reacquired Common Stock.
If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated, become available for
future grant under the Plan. Notwithstanding any other provision of the Plan,
shares issued under the Plan and later repurchased by the Company shall not
become available for future grant or sale under the Plan.
4. ADMINISTRATION OF THE PLAN.
(a) COMPOSITION OF ADMINISTRATOR. The Plan shall be administered by
(A) the Board or (B) a Committee designated by the Board, which Committee shall
be constituted in such a manner as to satisfy the Applicable Laws. If a
Committee has been appointed pursuant to this Section 4(a), such Committee shall
continue to serve in its designated capacity until otherwise directed by the
Board. From time to time the Board may increase the size of any Committee and
appoint additional members thereof, remove members (with or without cause) and
appoint new members in substitution therefor, fill vacancies (however caused)
and remove all members of a Committee and thereafter directly administer the
Plan, all to the extent permitted by the Applicable Laws.
(b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the
Plan, and in the case of a Committee, the specific duties delegated by, or
limitations of authority imposed by, the Board to or on such Committee, the
Administrator shall have the authority, in its discretion:
(i) to grant Awards under the Plan;
(ii) to determine, upon review of relevant information and in
accordance with the Plan, the Fair Market Value of the Common Stock;
(iii) to determine the exercise price or purchase price per
share of Awards to be granted, which exercise price, in the case of Options,
shall be determined in accordance with Section 8(a) of the Plan;
(iv) to determine the Employees or Consultants to whom, and the
time or times at which, Awards shall be granted and the number of shares to be
represented by each Award;
(v) to interpret the Plan;
(vi) to approve forms of agreement for use under the Plan;
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(vii) to determine the terms and provisions of each Award
granted (which need not be identical) and, with the consent of the holder
thereof, modify or amend each Award;
(viii) to accelerate or defer (with the consent of the Optionee)
the exercise date of any Option;
(ix) to authorize any person to execute on behalf of the Company
any instrument required to effectuate the grant of an Award previously granted
by the Administrator; and
(x) to make all other determinations deemed necessary or
advisable for the administration of the Plan.
(c) EFFECT OF ADMINISTRATOR'S DECISION. All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all Participants and any other holders of any Awards granted under
the Plan.
5. ELIGIBILITY.
(a) RECIPIENTS OF GRANTS. Awards may be granted only to Employees
and Consultants. An Employee or Consultant who has been granted an Award may, if
he is otherwise eligible, be granted an additional Award or Awards.
(b) TYPE OF OPTION. Each Option shall be designated in the Option
Agreement as a Nonstatutory Stock Option.
(c) AT-WILL RELATIONSHIP. The Plan shall not confer upon any
Participant any right with respect to continuation of employment or consulting
relationship with the Company, nor shall it interfere in any way with his right
or the Company's right to terminate his employment or consulting relationship at
any time, with or without cause.
6. TERM OF PLAN. The Plan shall become effective upon its adoption by
the Board of Directors. It shall continue in effect for a term of ten (10) years
unless sooner terminated under Section 15 of the Plan.
7. TERM OF OPTION. The term of each Option shall be ten (10) years from
the date of grant thereof or such shorter term as may be provided in the Option
Agreement.
8. OPTION EXERCISE PRICE AND CONSIDERATION.
(a) The per Share exercise price for the Shares to be issued
pursuant to exercise of an Option shall be such price as is determined by the
Administrator, but shall be no less than 85% of the Fair Market Value per Share
on the date of grant.
(b) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Administrator and may consist entirely of (1) cash, (2) check, (3)
promissory note, (4) other Shares of Common Stock
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which (i) either have been owned by the Optionee for more than six (6) months on
the date of surrender or were not acquired, directly or indirectly, from the
Company, and (ii) have a fair market value on the date of surrender equal to the
aggregate exercise price of the Shares as to which said Option shall be
exercised, (5) delivery of a properly executed exercise notice together with
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds required to pay the exercise price, (6) any
combination of such methods of payment, or (7) such other consideration and
method of payment for the issuance of Shares to the extent permitted under the
Applicable Laws. In making its determination as to the type of consideration to
accept, the Administrator shall consider if acceptance of such consideration may
be reasonably expected to benefit the Company, and the Administrator may refuse
to accept a particular form of consideration at the time of any Option exercise
if, in its sole discretion, acceptance of such form of consideration is not in
the best interests of the Company at such time.
9. LIMITATION ON GRANTS TO EMPLOYEES. Subject to adjustment as provided
in this Plan, the maximum number of Shares which may be subject to Options
granted to any employee under this Plan for any fiscal year of the Company shall
be 1,000,000.
10. EXERCISE OF OPTION.
(a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any Option
granted hereunder shall be exercisable at such times and under such conditions
as determined by the Administrator, consistent with the terms of the Plan and
reflected in the Option Agreement, including vesting requirements and/or
performance criteria with respect to the Company and/or the Optionee.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written notice of
such exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may, as authorized by the Administrator, consist of any
consideration and method of payment allowable under Section 8(b) of the Plan.
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued) such stock certificate promptly upon exercise of the Option. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the stock certificate is issued, except as provided in
Section 13 of the Plan.
Exercise of an Option in any manner shall result in a decrease in
the number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.
(b) TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP. In the
event of termination of an Optionee's Continuous Service Status with the
Company, such Optionee
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may, but only within three (3) months (or such other period of time, not less
than 30 days, as is determined by the Administrator) after the date of such
termination (but in no event later than the date of expiration of the term of
such Option as set forth in the Option Agreement), exercise his Option to the
extent that he was entitled to exercise it at the date of such termination. To
the extent that the Optionee was not entitled to exercise the Option at the date
of such termination, or if the Optionee does not exercise the Option to the
extent so entitled within the time specified above, the Option shall terminate
and the Optioned Stock underlying the unexercised portion of the Option shall
revert to the Plan. Unless otherwise determined by the Administrator, no
termination shall be deemed to occur and this Section 10(b) shall not apply if
(i) the Optionee is a Consultant who becomes an Employee, or (ii) the Optionee
is an Employee who becomes a Consultant.
(c) DISABILITY OF OPTIONEE. Notwithstanding the provisions of
Section 10(b) above, in the event of termination of an Optionee's Continuous
Service Status as a result of Optionee's disability (including a disability
within the meaning of Section 22(e)(3) of the Code), Optionee may, but only
within twelve (12) months (or such other period of time as is determined by the
Administrator) from the date of such termination (but in no event later than the
date of expiration of the term of such Option as set forth in the Option
Agreement), exercise the Option to the extent otherwise entitled to exercise it
at the date of such termination. To the extent that Optionee was not entitled to
exercise the Option at the date of termination, or if Optionee does not exercise
such Option (to the extent so entitled) within the time specified above, the
Option shall terminate, and the Optioned Stock underlying the unexercised
portion of the Option shall revert to the Plan.
(d) DEATH OF OPTIONEE. In the event of the death of an Optionee
during the period of Continuous Service Status since the date of grant of the
Option, or within 30 days following termination of the Optionee's Continuous
Service Status, the Option may be exercised, at any time within twelve months
following the date of death (but in no event later than the expiration date of
the term of such Option as set forth in the Option Agreement), by such
Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent of the right to exercise that
had accrued at the date of death or, if earlier, the date of termination of the
Optionee's Continuous Service Status. To the extent that the Optionee was not
entitled to exercise the Option at the date of death or termination, as the case
may be, or if the Optionee does not exercise such Option to the extent so
entitled within the time specified above, the Option shall terminate and the
Optioned Stock underlying the unexercised portion of the Option shall revert to
the Plan.
(e) EXTENSION OF EXERCISE PERIOD. The Administrator shall have full
power and authority to extend the period of time for which an Option is to
remain exercisable following termination of an Optionee's Continuous Service
Status from the periods set forth in Sections 10(b), 10(c) and 10(d) above or in
the Option Agreement to such greater time as the Board shall deem appropriate,
provided, that in no event shall such Option be exercisable later than the date
of expiration of the term of such Option as set forth in the Option Agreement.
(f) BUY-OUT PROVISIONS. The Administrator may at any time offer to
buy out for a payment in cash or Shares an Option previously granted under the
Plan, based on such
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terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time such offer is made.
11. TAXES.
(a) As a condition of the exercise of an Option granted under the
Plan and the grant of Restricted Stock under the Plan, the Participant (or in
the case of the Participant's death, the person exercising the Participant)
shall make such arrangements as the Administrator may require for the
satisfaction of any applicable federal, state, local or foreign withholding tax
obligations that may arise in connection with the exercise of an Option and the
issuance of Shares, as applicable. The Company shall not be required to issue
any Shares under the Plan until such obligations are satisfied.
(b) In the case of an Employee and in the absence of any other
arrangement, the Employee shall be deemed to have directed the Company to
withhold or collect from his or her compensation an amount sufficient to satisfy
such tax obligations from the next payroll payment otherwise payable after the
date of an exercise of the Participant or the grant of Restricted Stock.
(c) In the case of a Participant other than an Employee (or in the
case of an Employee where the next payroll payment is not sufficient to satisfy
such tax obligations, with respect to any remaining tax obligations), in the
absence of any other arrangement and to the extent permitted under the
Applicable Laws, the Participant shall be deemed to have elected to have the
Company withhold from the Shares to be issued that number of Shares having a
Fair Market Value determined as of the applicable Tax Date (as defined below)
equal to the minimum statutory amount required to be withheld. For purposes of
this Section 11, the Fair Market Value of the Shares to be withheld shall be
determined on the date that the amount of tax to be withheld is to be determined
under the Applicable Laws (the "Tax Date").
(d) If permitted by the Administrator, in its discretion, a
Participant may satisfy his or her tax withholding obligations hereunder by
surrendering to the Company Shares that (i) in the case of Shares previously
acquired from the Company, have been owned by the Participant for more than six
months on the date of surrender, and (ii) have a Fair Market Value determined as
of the applicable Tax Date equal to the minimum statutory amount required to be
withheld.
(e) Any election or deemed election by a Participant to have Shares
withheld to satisfy tax withholding obligations under Section 11(c) or (d) above
shall be irrevocable as to the particular Shares as to which the election is
made and shall be subject to the consent or disapproval of the Administrator.
Any election by an Participant under Section 11(d) above must be made on or
prior to the applicable Tax Date.
(f) In the event an election to have Shares withheld is made by a
Participant and the Tax Date is deferred under Section 83 of the Code because no
election is filed under Section 83(b) of the Code, the Participant shall receive
the full number of Shares with respect to
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which the Award is exercised but such Participant shall be unconditionally
obligated to tender back to the Company the proper number of Shares on the Tax
Date.
12. NON-TRANSFERABILITY OF OPTIONS. The Option may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution; provided, that the
Administrator may in its discretion grant transferable Options pursuant to
option agreements specifying (i) the manner in which such Nonstatutory Stock
Options are transferable and (ii) that any such transfer shall be subject to the
Applicable Laws. The designation of a beneficiary by an Optionee will not
constitute a transfer. An Option may be exercised, during the lifetime of the
Optionee, only by the Optionee or a transferee permitted by this Section 12.
13. RESTRICTED STOCK AWARDS
(a) The Administrator is authorized to grant Restricted Stock which
shall be subject to such restrictions on transferability, risk of forfeiture and
other restrictions, if any, as the Administrator may impose. Such restrictions
may lapse separately or in combination, at such time, under such circumstances,
in such installments or otherwise, and under such other circumstances as the
Administrator may determine at the date of grant or thereafter. Each award of
Restricted Stock may or may not be subject to vesting upon satisfaction of
conditions specified in the applicable Restricted Stock Agreement. Unless
otherwise expressly provided in the Plan or the applicable Restricted Stock
Agreement, a Participant granted Restricted Stock under the Plan shall have all
of the rights of a stockholder, including the right to vote the Restricted Stock
and the right to receive dividends thereon (subject to any mandatory
reinvestment or other requirement imposed by the Administrator).
(b) Restricted Stock may be evidenced in such manner as the
Administrator shall determine. If certificates representing Restricted Stock are
registered in the name of the Participant, the Administrator may require that
such certificates bear an appropriate legend referring to the terms, conditions
and restrictions applicable to such Restricted Stock, that the Company retain
physical possession of the certificates and that the Participant deliver a stock
power to the Company, endorsed in blank, relating to the Restricted Stock.
(c) Restricted Stock may be sold or awarded under the Plan for such
consideration as the Administrator may determine, including (without limitation)
cash, cash equivalents, full-recourse promissory notes, past services and future
services. To the extent that an Award consists of newly issued Restricted Stock,
the Award recipient shall furnish consideration with a value not less than the
par value of such Restricted Stock in the form of cash, cash equivalents or past
services rendered to the Company, as the Administrator may determine.
14. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, CORPORATE TRANSACTION
AND OTHER TRANSACTION.
(a) ADJUSTMENTS. Subject to any required action by the shareholders
of the Company, the number of shares of Common Stock covered by each outstanding
Award, and the
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number of shares of Common Stock which have been authorized for issuance under
the Plan but as to which no Awards have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Award, the maximum
number of shares of Common Stock for which Options may be granted to any
Employee under Section 9 of the Plan, and the price per share of Common Stock
covered by each such outstanding Award, as applicable, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the
Administrator, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Award.
(b) DISSOLUTION OR LIQUIDATION. In the event of the dissolution or
liquidation of the Company, each outstanding Award will terminate immediately
prior to the consummation of such action, unless otherwise provided by the
Administrator.
(c) CORPORATE TRANSACTIONS. In the event of a Corporate Transaction,
each outstanding Award shall be assumed or an equivalent option shall be
substituted by the successor corporation (or a Parent or Subsidiary of such
successor corporation), unless the successor corporation does not agree to
assume the outstanding Awards or substitute equivalent options, in which case
the outstanding Awards shall terminate upon the consummation of the
transaction.
For purposes of this Section 14(c), an Award shall be considered
assumed, without limitation, if, at the time of issuance of the stock or other
consideration upon a Corporate Transaction, each Participant would be entitled
to receive upon exercise of an Award the same number and kind of shares of stock
or the same amount of property, cash or securities as the Participant would have
been entitled to receive upon the occurrence of such transaction if the
Participant had been, immediately prior to the transaction, the holder of the
number of Shares of Common Stock covered by the Award at such time (after giving
effect to any adjustments in the number of Shares covered by the Award as
provided for in this Section); provided however that if such consideration
received in the transaction is not solely common stock of the successor
corporation or its Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon
exercise of the Award to be solely common stock of the successor corporation or
its Parent equal to the Fair Market Value of the per Share consideration
received by holders of Common Stock in the transaction.
(d) CERTAIN DISTRIBUTIONS. In the event of any distribution to the
Company's shareholders of securities of any other entity or other assets (other
than dividends payable in cash or stock of the Company) without receipt of
consideration by the Company, the Administrator may, in its discretion,
appropriately adjust the price per Share of Common Stock covered by each
outstanding Award to reflect the effect of such distribution.
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14. TIME OF GRANTING AWARDS. The date of grant of an Award shall, for
all purposes, be the date on which the Administrator makes the determination
granting such Award. Notice of the determination shall be given to each Employee
or Consultant to whom an Award is so granted within a reasonable time after the
date of such grant.
15. AMENDMENT AND TERMINATION OF THE PLAN.
(a) AMENDMENT AND TERMINATION. The Board may amend or terminate the
Plan from time to time in such respects as the Board may deem advisable
(b) EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or
termination of the Plan shall not adversely affect Awards already granted
(except to the extent contemplated by such Awards) and such Awards shall remain
in full force and effect, unless mutually agreed otherwise between the
Participant and the Board (or other body then administering the Plan), which
agreement must be in writing and signed by the Participant and the Company.
16. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to an Award hereunder unless the issuance and delivery of such Shares
pursuant thereto shall comply with the Applicable Laws, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.
As a condition to such issuance of Shares hereunder, the Company may
require the Participant to represent and warrant at the time of any such
issuance that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned relevant provisions of law.
17. RESERVATION OF SHARES. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan. The inability of the Company
to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.
18. AWARD AGREEMENTS. Awards shall be evidenced by Award Agreements in
such forms as the Administrator shall from time to time approve.
19. INFORMATION TO OPTIONEES. The Company shall provide to each
Optionee upon request, during the period for which such Optionee has one or more
Options outstanding, copies of all annual reports and other information which
are provided to all shareholders of the Company.
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