EXHIBIT 99.1
INTRUSION.COM, INC. 1995 STOCK OPTION PLAN
AS AMENDED
SECTION 1
ESTABLISHMENT AND PURPOSE
This Plan is established (i) to offer selected Employees of the Company
or its Subsidiaries an equity ownership interest in the financial success of the
Company, (ii) to provide the Company an opportunity to attract and retain the
best available personnel for positions of substantial responsibility, and (iii)
to en-courage equity participation in the Company by selected Employees. This
Plan provides for the grant by the Company of Options to purchase Shares.
Options granted under this Plan may include nonstatutory options as well as ISOs
intended to qualify under section 422 of the Code.
SECTION 2
DEFINITIONS
The following definitions shall be applicable to the terms used in this
Plan:
(a) "BOARD OF DIRECTORS" shall mean the board of directors of the
Company, as duly elected from time to time.
(b) "CHANGE IN CONTROL" shall mean to have occurred at such time as
either (i) any "person," as such term is used in section 14(d) of the Exchange
Act, other than the Company, a wholly-owned Subsidiary of the Company or any
employee benefit plan of the Company, or its Subsidiaries, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act (or any
successor rule)), directly or indirectly, of fifty percent (50%) or more of the
combined voting power of the Company's Stock, or (ii) individuals who constitute
the Board of the Directors on the effective date (as provided in Section 11
hereof) of this Plan (the "Incumbent Board") cease for any reason to constitute
at least a majority thereof, provided that any person becoming a director
subsequent to the date hereof whose election or nomination for election by the
Company's shareholders was approved by a vote of at least three quarters of the
directors comprising the Incumbent Board (either by a specific vote or by
approval of the proxy statement of the Company in which such person is named as
a nominee for director without objection to such nomination) shall be, for
purposes of this clause (ii) considered as though such person was a member of
the Incumbent Board.
(c) "CODE" shall mean the Internal Revenue Code of 1986, as amended,
and as interpreted by the rules and regulations promulgated thereunder.
(d) "COMMITTEE" shall mean a committee appointed by the Board of
Directors in accordance with Section 3 of this Plan to implement, interpret and
administer the Plan.
(e) "COMPANY" shall mean Intrusion.com, Inc., a Delaware corporation.
(f) "DATE OR GRANT" shall mean the date on which the Committee grants
an Option to an Optionee.
(g) "DISINTERESTED DIRECTOR" shall mean a member of the Board of
Directors who is not, during the one year prior to service as an administrator
under this Plan (as described in Section 3 of this Plan) granted an Option
pursuant to the terms of this Plan (or any other plan of the Company or any of
its Subsidiaries) except (i) participation in a formula plan meeting the
conditions of Rule 16b-3(c)(2)(ii) under the Exchange Act, (ii) participation in
an ongoing securities acquisition plan meeting the conditions in Rule
16b-3(d)(2)(i) under the Exchange Act, (iii) an election to receive an annual
retainer fee in either cash or an equivalent amount of securities of the
Company, or partly in cash and partly in securities, or (iv) that participation
in this Plan shall not disqualify a director for the purpose of administering
another plan that does not permit participation by the Board of Directors;
provided, that the scope of the exceptions in this paragraph shall automatically
be reduced or expanded to the extent that Rule 16b-3 under the Exchange Act is
amended to reduce or expand the scope of the exceptions thereunder.
(h) "EMPLOYEE" shall mean each individual who performs services for the
Company or its Subsidiaries, provided the relationship between such individual
and the Company or its Subsidiaries is the legal relationship of employer and
employee. This definition of "Employee" is subject to the definition set forth
in section 3401(c) of the Code.
(i) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and as interpreted by the rules and regulations promulgated thereunder.
(j) "EXERCISE PRICE" shall mean the amount for which one or more Shares
may be purchased upon exercise of an Option, as specified by the Committee in
the applicable Stock Option Agreement. In no event shall the Exercise Price be
less than the par value per Share.
(k) "FAIR MARKET VALUE" shall mean (1) if the Stock of the Company is
listed upon an established stock exchange or exchanges, the highest closing
price of the Stock on such stock exchange or exchanges on the day in question
or, if no sale of the Stock of the Company shall have been made on any stock
exchange on such day, on the next preceding day on which there was a sale of the
Stock, (2) if the Stock of the Company is not listed upon an established stock
exchange, the mean between dealer "bid" and "ask" prices of the Stock in the New
York over-the-counter market on the day in question, as reported by the National
Association of Securities Dealers, Inc., and (3) if there is no public market
for the Stock of the Company, such amount as the Board of Directors and the
Committee, in their sole discretion, after taking all relevant facts into
consideration, shall determine.
(l) "ISO" shall mean a stock option which meets the requirements of
section 422(b) of the Code.
(m) "NONSTATUTORY OPTION" shall mean any Option granted by the
Committee that does not meet the requirements of sections 421 through 424 of the
Code, as amended.
(n) "OPTION" shall mean either an ISO or Nonstatutory Option, as the
context requires.
(o) "OPTIONEE" shall mean an individual who has been granted an Option.
(p) "PERMANENT AND TOTAL DISABILITY" shall mean that an individual is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than twelve (12) months. An individual shall not be considered to
suffer from Permanent and Total Disability unless such individual furnishes
proof of the existence thereof in such form and manner, and at such times, as
the Committee may reasonably require.
(q) "PLAN" shall mean this 1995 Stock Option Plan of Intrusion.com,
Inc., as amended from time to time.
(r) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended,
and as interpreted by the rules and regulations promulgated thereunder.
(s) "SHARE" shall mean one share of Stock, as adjusted in accordance
with Section 8 of this Plan (if applicable).
(t) "STOCK" shall mean the common stock, $.01 par value, of the
Company.
(u) "STOCK OPTION AGREEMENT" shall mean the agreement executed between
the Company and an Optionee that contains the terms, conditions and restrictions
pertaining to the granting of an Option.
(v) "SUBSIDIARY" shall mean any corporation as to which fifty percent
(50%) or more of the outstanding voting stock or shares shall now or hereafter
be owned or controlled, directly by a person, any Subsidiary of such person, or
any Subsidiary of such Subsidiary.
(w) "TEN-PERCENT STOCKHOLDER" shall mean a person who owns more than
ten percent (10%) of the total combined voting power of all classes of
outstanding stock of the Company or any Subsidiary at the date of grant of an
Option, taking into account the attribution rules set forth in section 424 of
the Code, as amended. For purposes of this definition, the term "outstanding
stock" shall include all stock actually issued and outstanding immediately after
the grant of an Option to an Optionee. The term "outstanding stock" shall not
include reacquired shares or shares authorized for issuance under outstanding
Options held by the Optionee or by any other person.
Whenever appropriate, words used in the Plan in the singular may mean
the plural, the plural may mean the singular, and the masculine may mean the
feminine.
SECTION 3
ADMINISTRATION
(a) GENERAL ADMINISTRATION. This Plan shall be administered by the
Committee, which shall consist of at least two persons, each of whom shall be a
Disinterested Director who meets the requirements of an "outside director," as
defined in Prop. Treas. Reg. Section 1.162-27(e)(3);
provided, however, that a director who is a Disinterested Director will be
treated as meeting the requirements of an "outside director" until the first
meeting of stockholders at which directors are to be elected that occurs after
January 1, 1996. The members of the Committee shall be appointed by the Board of
Directors for such terms as the Board of Directors may determine. The Board of
Directors may from time to time remove members from, or add members to, the
Committee. Vacancies on the Committee, however caused, may be filled by the
Board of Directors.
(b) COMMITTEE PROCEDURES. The Board of Directors shall designate one of
the members of the Committee as chairman. The Committee may hold meetings at
such times and places as it shall determine. The acts of a majority of the
Committee members present at meetings at which a quorum exists, or acts reduced
to or approved in writing by a majority of all Committee members, shall be valid
acts of the Committee. A majority of the Committee shall constitute a quorum.
(c) AUTHORITY OF COMMITTEE. This Plan shall be administered by, or
under the direction of, the Committee constituted in such a manner as to comply
at all times with Rule 16b-3 (or any successor rule) under the Exchange Act. The
Committee shall administer this Plan so as to comply at all times with the
Exchange Act and, subject to the Code, shall otherwise have absolute and final
authority to interpret this Plan and to make all determinations specified in or
permitted by this Plan or deemed necessary or desirable for its administration
or for the conduct of the Committee's business, including without limitation the
authority to take the following actions:
(i) To interpret this Plan and to apply its provisions;
(ii) To adopt, amend or rescind rules, procedures and forms
relating to this Plan;
(iii) To authorize any person to execute, on behalf of the
Company, any instrument required to carry out the purposes of this
Plan;
(iv) To determine when Options are to be granted under this
Plan;
(v) To select the Optionees;
(vi) To determine the number of Shares to be made subject to
each Option;
(vii) To prescribe the terms, conditions and restrictions of
each Option, including without limitation the Exercise Price and the
determination whether an Option is to be classified as an ISO or a
Nonstatutory Option;
(viii) To amend any outstanding Stock Option Agreement,
subject to applicable legal restrictions and, where appropriate, the
consent of the Optionee who entered into such agreement;
(ix) To establish procedures so that an Optionee may obtain a
loan through a registered broker-dealer under the rules and regulations
of the Federal Reserve Board, for the purpose of exercising an Option;
(x) To establish procedures for an Optionee (1) to have
withheld from the total number of Shares to be acquired upon the
exercise of an Option that number of Shares having a Fair Market Value,
which, together with such cash as shall be paid in respect of
fractional shares, shall equal the Exercise Price, and (2) to exercise
a portion of an Option by delivering that number of Shares already
owned by an Optionee having a Fair Market Value which shall equal the
partial Exercise Price and to deliver the Shares thus acquired by such
Optionee in payment of Shares to be received pursuant to the exercise
of additional portions of the Option, the effect of which shall be that
an Optionee can in sequence utilize such newly acquired shares in
payment of the Exercise Price of the entire Option, together with such
cash as shall be paid in respect of fractional shares;
(xi) To establish procedures whereby a number of Shares may be
withheld from the total number of Shares to be issued upon exercise of
an Option, to meet the obligation of withholding for federal and state
income and other taxes, if any, incurred by the Optionee upon such
exercise; and
(xii) To take any other actions deemed necessary or advisable
for the administration of this Plan. All interpretations and
determinations of the Committee made with respect to the granting of
Options shall be final, conclusive, and binding on all interested
parties. The Committee may make grants of Options on an individual or
group basis. No member of the Committee shall be liable for any action
that is taken or is omitted to be taken if such action or omission is
taken in good faith with respect to this Plan or grant of any Option.
SECTION 4
ELIGIBILITY
The Committee shall select certain Employees of the Company or its
Subsidiaries to participate in this Plan; provided, however, that any
Disinterested Directors who are serving as administrators of this Plan shall not
be eligible for any Options nor shall any other person be eligible for any
Options if the granting of a Option to such person would destroy the
satisfaction by this Plan of the general exemptive conditions of Rule 16b-3
under the Exchange Act.
SECTION 5
SHARES SUBJECT TO PLAN
(a) BASIC LIMITATION. Shares offered under this Plan may be authorized
but unissued Shares or Shares that have been reacquired by the Company. The
aggregate number of Shares that are reserved and available for issuance under
this Plan shall be three million, three hundred thousand (3,300,000) Shares,
subject to adjustment pursuant to Section 8 of this Plan. The Committee shall
not issue more Shares than are available for issuance under this Plan. The
number of Shares that are subject to unexercised Options at any time under this
Plan shall not exceed the number of Shares that remain available for issuance
under this Plan. The Company, during the term of this Plan, shall at all times
reserve and keep available sufficient Shares to satisfy the requirements of this
Plan.
(b) INDIVIDUAL LIMITATION. Notwithstanding anything herein to the
contrary, no Employee may be granted an Option, which in combination with other
Options to such Employee under the Plan (regardless of whether such other
Options have been exercised or cancelled), aggregates more then 50,000 Shares in
any one year period.
(c) ADDITIONAL SHARES. In the event any outstanding Option for any
reason expires, is cancelled or otherwise terminates, the Shares allocable to
the unexercised portion of such Option shall again be available for issuance
under this Plan.
SECTION 6
TERMS AND CONDITIONS OF OPTIONS
(a) TERM OF OPTION. The term of each Option shall be ten (10) years
from the Date of Grant or such shorter term as may be determined by the
Committee; provided, however, in the case of an ISO granted to a Ten-Percent
Stockholder, the term of such ISO shall be five (5) years from the Date of Grant
or such shorter time as may be determined by the Committee.
(b) EXERCISE PRICE AND METHOD OR PAYMENT.
(i) EXERCISE PRICE. The Exercise Price shall be such price as
is determined by the Committee in its sole discretion and set forth in
the Stock Option Agreement; provided, however; that the Exercise Price
of an ISO shall not be less than 100% of the Fair Market Value of the
Shares subject to such option on the Date of Grant (or 110% in the case
of an Option granted to an Optionee who is a Ten-Percent Stockholder on
the Date of Grant).
(ii) PAYMENT OF SHARES. Payment for the Shares upon exercise
of an Option shall be made in cash, by certified check, or by any other
method of payment as may be permitted under applicable law and approved
by the Committee.
(c) EXERCISE OF OPTION.
(i) PROCEDURE FOR EXERCISE; RIGHTS OF SHAREHOLDER. Any Option
granted hereunder shall be exercisable at such times under such
conditions as shall be determined by the Committee, including without
limitation, performance criteria with respect to the Company or the
Optionee, and in accordance with the terms of this Plan; provided,
however, that in no event shall an Option be exercisable in whole or in
part prior to one year from the Date of Grant or after the expiration
of ten years from the Date of Grant. 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 Stock Option Agreement by the Optionee 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 Committee, consist of any form of
consideration and method of payment allowable under Section 6(b)(ii) of
this Plan. Upon the receipt of notice of exercise and full payment for
the Shares, the Shares shall be deemed to have been issued and the
Optionee shall be entitled to receive such Shares and shall be a
stockholder with respect to such Shares, and the Shares shall be
considered fully paid and nonassessable. No adjustment will be made for
a dividend or other right for which the record date is prior to the
date on which the stock certificate is issued, except as provided in
Section 8 of this Plan.
Each exercise of an Option shall reduce, by an equal number,
the total number of Shares that may thereafter be purchased under such
Option.
(ii) TERMINATION OF STATUS AS AN EMPLOYEE. Except as provided
in Subsections 6(c)(iii) and 6(c)(iv) below, an Optionee holding an
outstanding Option who ceases to be an Employee of the Company for any
reason may exercise the Option to the extent that the Optionee was
entitled to exercise it on such date, but only until the earlier of the
date (i) the Option held by the Optionee expires, or (ii) ninety (90)
days after the date such
Optionee ceases to be an Employee, unless the Committee further extends
such period in its sole discretion. To the extent that the Optionee was
not entitled to exercise an Option on such date, or if the Optionee
does not exercise it within the time specified herein, such Option
shall terminate. The Committee shall have the authority to determine
the date an Optionee ceases to be an Employee, and must provide to the
Optionee such determination within fifteen (15) days. Leaves of absence
approved by the Committee which conform to the policies of the Company
shall not be considered termination of employment if the
employer-employee relationship as defined under the Code otherwise
continues to exist.
(iii) PERMANENT AND TOTAL DISABILITY. Notwithstanding the
provisions of Section 6(c)(ii) above, in the event an Optionee is
unable to continue to perform services for the Company or any of its
Subsidiaries as a result of such Optionee's Permanent and Total
Disability (and, for ISOs, at the time such Permanent and Total
Disability begins, the Optionee was an Employee and had been an
Employee since the Date of Grant), such Optionee may exercise an
outstanding Option in whole or in part notwithstanding that such Option
may not be fully exercisable, but only until the earlier of the date
(i) the Option held by the Optionee expires, or (ii) twelve (12) months
from the date of termination of services due to such Permanent and
Total Disability. To the extent the Optionee does not exercise the
Option within the time specified herein, such Option shall terminate.
(iv) DEATH OF AN OPTIONEE. Notwithstanding the provisions of
Section 6(c)(ii) above, upon the death of an Optionee, any outstanding
Option held by an Optionee shall terminate and be of no further effect;
provided, however, that if at the time of death, the Optionee was an
Employee (and, for ISOs, at the time of death, the Optionee was an
Employee and had been an Employee since the Date of Grant), the Option
may be exercised in whole or in part by the Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or
inheritance, notwithstanding that such Option may not have been fully
exercisable on the date of the Optionee's death, but only until the
earlier of the date (i) the Option held by the Optionee expires, or
(ii) twelve (12) months from the date of the Optionee's death. To the
extent the Option is not entitled to be exercised on such date or if
the Option is not exercised within the time specified herein, such
Option shall terminate.
(d) NON-TRANSFERABILITY OF OPTIONS. Any Option granted under this Plan
may not be sold, pledged, assigned, hypothecated, transferred or disposed of in
any manner other than by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act of 1974, as amended, or the
rules thereunder, and is nonassignable by operation of law or subject to
execution, attachment or similar process. Any Option granted under this Plan can
only be exercised during the Optionee's lifetime by such Optionee. Any attempted
sale, pledge, assignment, hypothecation or other transfer of the Option contrary
to the provisions hereof and the levy of any execution, attachment or similar
process upon the Option shall be null and void and without force or effect. No
transfer of the Option by will or by the laws of descent and distribution shall
be effective to bind the Company unless the Company shall have been furnished
written notice thereof and an authenticated copy of the will and/or such other
evidence as the Committee may deem necessary to establish the validity of the
transfer and the acceptance by the transferee or transferees of the terms and
conditions of the Option. The terms of any Option transferred by will or by the
laws of descent and distribution shall be binding upon the executors,
administrators, heirs and successors of the Optionee.
(e) TIME OF GRANTING OPTIONS. Any Option granted hereunder shall be
deemed to be granted on the Date of Grant. Written notice of the Committee's
determination to grant an Option to an Employee, evidenced by a Stock Option
Agreement, dated as of the Date of Grant, shall be given to such Employee within
a reasonable time after the Date of Grant. Any ISO granted hereunder must be
granted within ten years from the earlier of the date this Plan in adopted or
the date this Plan in approved by the stockholders of the Company.
(f) MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Within the
limitations of this Plan, the Committee may modify, extend or renew outstanding
Options or may accept the cancellation of outstanding Options (to the extent not
previously exercised) for the granting of new Options in substitution therefor.
The foregoing notwithstanding, no modification of an Option shall, without the
consent of the Optionee, alter or impair the Optionee's rights or obligations
under such Option.
(g) RESTRICTIONS ON TRANSFER OF SHARES. Any Shares issued upon exercise
of an Option shall be subject to such rights of repurchase and other transfer
restrictions as the Committee may determine in its sole discretion. Such
restrictions shall be set forth in the applicable Stock Option Agreement.
(h) SPECIAL LIMITATION ON ISOS. To the extent that the aggregate Fair
Market Value (determined on the Date of Grant) of the Shares with respect to
which ISOs are exercisable for the first time by an individual during any
calendar year under this Plan, and under all other plans maintained by the
Company, exceeds $100,000, such Options shall be treated as Options that are not
ISOs.
SECTION 7
ISSUANCE OF SHARES
As a condition to the issuance or transfer of any Shares issued under
this Plan, the Company may require an opinion of counsel, satisfactory to the
Company, to the effect that such transfer will not be in violation of the
Securities Act, or any other applicable securities laws, rules or regulations,
or that such Shares have been registered under federal and all applicable state
securities laws. The Company may refrain from delivering or transferring Shares
issued under this Plan until the Committee has determined that the Optionee has
tendered to the Company any and all applicable federal, state or local tax owed
by the Optionee as the result of the receipt of a Option, the exercise of an
Option or the disposition of any Shares issued under this Plan, in the event
that the Company reasonably determines that it might have a legal liability to
satisfy such tax. The Company shall not be liable to any person or entity for
damages due to any delay in the delivery or issuance of any stock certificate
evidencing any Shares for any reason whatsoever.
SECTION 8
CAPITALIZATION ADJUSTMENTS;
MERGER; CHANGE IN CONTROL
(a) ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Subject to any required
action by the stockholders of the Company, the number of Shares covered by each
outstanding Option, the aggregate number of Shares that have been authorized for
issuance under this Plan, and the Exercise Price of any outstanding Option,
shall be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from a stock split, payment of a stock dividend with
respect to the Stock, recapitalization, combination or reclassification of the
Stock, or any other increase or decrease in the number of issued Shares effected
without receipt of consideration by the Company. Such adjustment shall be made
by the Committee in its sole discretion, which adjustment shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by the
Company of 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
subject to an Option.
(b) DISSOLUTION, LIQUIDATION, SALE OF ASSETS OR MERGER. In the event of
the proposed dissolution or liquidation of the Company, or a proposed sale of
all or substantially all of the assets of the Company, or the proposed merger of
the Company with or into another corporation, any Options shall terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Committee; provided, however, that the Committee may, in the
exercise of its sole discretion, in such instances declare that any Option shall
terminate as of a date fixed by the Committee and give each Optionee the right
to exercise the Optionee's Option as to all or any part of the Shares covered by
such Option, including Shares as to which the Option would not otherwise be
exercisable.
(c) CHANGE IN CONTROL. Notwithstanding Section 8(b), in the event there
occurs a Change in Control, the Committee may at its discretion permit the
Optionees to exercise any outstanding Option held by such Optionee in whole or
in part notwithstanding that such Option may not be fully exercisable.
SECTION 9
NO EMPLOYMENT RIGHTS
No provision of this Plan or under any Stock Option Agreement shall be
construed to give any individual any right to remain an Employee of, or provide
services to, the Company or any of its Subsidiaries or to affect the right of
the Company or any subsidiary, as applicable, to terminate any individual's
service at any time, with or without cause.
SECTION 10
SHAREHOLDER APPROVAL
(a) IN GENERAL. If this Plan is adopted by action of the Board of
Directors prior to approval by the Company's stockholders, the Board of
Directors, to continue and implement this Plan, shall submit this Plan to the
stockholders of the Company for their approval. This Plan shall not become
effective until such approval has been obtained.
(b) AMENDMENTS. With respect to any amendment to this Plan adopted by
the Committee that is required to be approved by the Company's stockholders
pursuant to the terms of Section 11 of this Plan, such approval shall be
obtained within twelve (12) months after the date such amendment is adopted by
the Committee; provided, that such amendment shall not become effective until
such approval has been obtained.
(c) SOLICITATION OF APPROVAL. The approval by the Company's
stockholders of this Plan, and their approval of any subsequent amendment to
this Plan requiring their approval, shall be solicited (i) substantially in
accordance with section 14(a) of the Exchange Act, or (ii) after the Company has
furnished in writing to the stockholders entitled to vote substantially the same
information concerning this Plan as that which would be required by the rules
and regulations then in effect under section 14(a) of the Exchange Act.
SECTION 11
TERM OF PLAN; EFFECT OF AMENDMENT OR TERMINATION
(a) TERM OF PLAN. This Plan shall become effective upon its adoption by
the Board of Directors and will be subject to the approval by the stockholders
of the Company in accordance with Section 10 above. This Plan shall continue in
effect for a term of ten (10) years unless sooner terminated under this Section
11.
(b) AMENDMENT AND TERMINATION. The Committee in its sole discretion may
terminate this Plan at any time. The Committee may amend this Plan at any time
in such respects as the Committee may deem advisable; provided, that the
following amendments shall require approval of the holders of a majority of the
outstanding Shares entitled to vote:
(i) Any change in the aggregate number of Shares that may be
issued under this Plan, other than in connection with an adjustment
under Section 8 of this Plan;
(ii) Any change in the designation of the individuals eligible
to be granted Options; or
(iii) Any change in this Plan that would materially increase
the benefits accruing to individuals under this Plan.
(c) EFFECT OF TERMINATION. In the event this Plan is terminated, no
Shares shall be issued under this Plan, except upon exercise of an Option
granted prior to such termination. The termination of this Plan, or any
amendment hereof, shall not affect any Shares previously issued to an Optionee
or any Option previously granted under this Plan.
SECTION 12
GOVERNING LAW
This plan and any and all Stock Option Agreements executed in
connection with this Plan shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to conflict of laws
principles.