EXHIBIT 10.3
TO 10-K FOR 1996 USCS INTERNATIONAL, INC.
AMENDED AND RESTATED 1993 INCENTIVE STOCK OPTION PLAN
AS OF MARCH 5, 1997
1. PURPOSES OF THE PLAN.
The purposes of this Stock Option Plan are to reward outstanding
performance and contribution, to provide a means for sharing in the
Company's value growth, and to promote long-term commitment to the Company.
Options granted hereunder may be either Incentive Stock Options or
Nonstatutory Stock Options at the discretion of the Committee.
2. DEFINITIONS.
As used herein, and in any Option granted hereunder, the following
definitions shall apply:
(a) "BOARD" shall mean the Board of Directors of the Company.
(b) "CODE" shall mean the Internal Revenue Code of 1986, as amended.
(c) "COMMON STOCK" shall mean the Common Stock of the Company.
(d) "COMPANY" shall mean USCS International, Inc., a Delaware corporation.
(e) "COMMITTEE" shall mean the Committee appointed by the Board in
accordance with paragraph (a) of Section 4 of the Plan. If the Board
does not appoint or ceases to maintain a Committee, the term
"Committee" shall refer to the Board.
(f) "CONTINUOUS EMPLOYMENT" shall mean the absence of any interruption or
termination of service as an Employee by the Company or any
Subsidiary. Continuous Employment shall not be considered interrupted
during any period of sick leave, military leave or any other leave of
absence approved by the Board or in the case of transfers between
locations of the Company or between the Company and any Parent,
Subsidiary or successor of the Company.
(g) "DISINTERESTED PERSON" shall mean a person who has not at any time
within one year prior to service as a member of the Committee (or
during such service) been granted or awarded Options or other equity
securities pursuant to the Plan or any other plan of the Company or
any Parent or Subsidiary. Notwithstanding the foregoing, a member of
the Committee shall not fail to be a Disinterested Person merely
because he or she participates in a plan meeting the requirements of
Rule 16b-3(c)(2)(i)(A) or (B) promulgated under the Exchange Act.
(h) "EMPLOYEE" shall mean a person employed by the Company or any
Subsidiary.
(i) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
(j) "INCENTIVE STOCK OPTION" shall mean any option granted under this Plan
and any other option granted to an Employee in accordance with the
provisions of Section 422 of the Code, and the regulations promulgated
thereunder.
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(k) "NONSTATUTORY STOCK OPTION" shall mean an Option granted under the
Plan that is subject to the provisions of Section 1.83-7 of the
Treasury Regulations promulgated under Section 83 of the Code.
(l) "OPTION" shall mean a stock option granted pursuant to the Plan.
(m) "OPTION AGREEMENT" shall mean a written agreement between the Company
and the Optionee regarding the grant and exercise of Options to
purchase Shares and the terms and conditions thereof as determined by
the Committee pursuant to the Plan.
(n) "OPTIONED SHARES" shall mean the Common Stock subject to an Option.
(o) "OPTIONEE" shall mean an Employee at the level of vice president or
above who receives an Option.
(p) "PARENT" shall mean a "parent corporation," whether now or hereafter
existing, as defined by Section 424(e) of the Code.
(q) "PLAN" shall mean this 1993 Stock Option Plan.
(r) "REGISTRATION DATE" shall mean June 21, 1996, the effective date of
the first registration statement filed by the Company pursuant to
Section 12(g) of the Exchange Act with respect to any class of the
Company's equity securities.
(s) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
(t) "SHARE" shall mean a share of the Common Stock subject to an Option,
as adjusted in accordance with Section 11 of the Plan.
(u) "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 11 of the Plan, The number of Shares
under this Plan shall be, and shall not exceed, an aggregate of 1,260,000
shares of Common voting stock of USCS International, Inc. The Shares may be
authorized but unissued or reacquired shares of Common Stock. If an Option
expires or becomes unexercisable for any reason without having been
exercised in full, the Shares which were subject to the Option but as to
which the Option was not exercised shall, unless the Plan shall have been
terminated, become available for other Option grants under the Plan.
The Company intends that as long as it is not subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act and is not an
investment company registered or required to be registered under the
Investment Company Act of 1940, all offers and sales of Options and Shares
issuable upon exercise of any Option shall be exempt from registration
under the provisions of Section 5 of the Securities Act, and the Plan shall
be administered in such a manner so as to preserve such exemption. The
Company intends that the Plan shall constitute a written compensatory
benefit plan within the meaning of Rule 701(b) of 17 CFR Section 230.701
promulgated by the Securities and Exchange Commission pursuant to such Act.
The Committee shall designate which Options granted under the Plan by the
Company are intended to be granted in reliance on Rule 701.
4. ADMINISTRATION OF THE PLAN.
(a) PROCEDURE. The Plan shall be administered by the Board. The Board
may appoint a Committee consisting of not less than three (3) members
of the Board to administer the Plan, subject to such terms and
conditions as the Board may prescribe. Once appointed, the Committee
shall continue to serve until otherwise directed by the Board. From
time to time, the Board may increase the size of the 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 the Committee
and, thereafter, directly administer the Plan.
Members of the Board or Committee who are either eligible for Options
or have been granted Options may vote on any matters affecting the
administration of the Plan or the grant of Options pursuant to the
Plan, except that no such member shall act upon the granting of an
Option to himself, but any such member may be counted in determining
the existence of a quorum at any meeting of the Board or the Committee
during which action is taken with respect to the granting of an Option
to him or her.
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The Committee shall meet at such times and places and upon such notice
as the Chairperson determines. A majority of the Committee shall
constitute a quorum. Any acts by the Committee may be taken at any
meeting at which a quorum is present and shall be by majority vote of
those members entitled to vote. Additionally, any acts reduced to
writing or approved in writing by all of the members of the Committee
shall be valid acts of the Committee.
(b) PROCEDURE AFTER REGISTRATION DATE. Notwithstanding subsection (a)
above, after the date of registration of the Company's Common Stock on
a national securities exchange or the Registration Date, the Plan
shall be administered either by: (i) the full Board, provided that all
members of the Board are Disinterested Persons; or (ii) a Committee of
three (3) or more directors, each of whom is a Disinterested Person.
After such date, the Board shall take all action necessary to
administer the Plan in accordance with the then effective provisions
of Rule 16b-3 promulgated under the Exchange Act, provided that any
amendment to the Plan required for compliance with such provisions
shall be made consistent with the provisions of Section 13 of the
Plan, and said regulations.
(c) POWERS OF THE COMMITTEE. Subject to the provisions of the Plan, the
Committee shall have the authority: (i) to determine, upon review of
relevant information, the fair market value of the Common Stock; (ii)
to determine the exercise price of Options to be granted, the persons
to whom and the time or times at which Options shall be granted, and
the number of Shares to be represented by each Option; (iii) to
interpret the Plan; (iv) to prescribe, amend and rescind rules and
regulations relating to the Plan; (v) to determine the terms and
provisions of each Option granted under the Plan (which need not be
identical) and, with the consent of the holder thereof, to modify or
amend any Option; (vi) to authorize any person to execute on behalf of
the Company any instrument required to effectuate the grant of an
Option previously granted by the Committee; (vii) defer an exercise
date of any Option (with the consent of the Optionee), subject to the
provisions of Section 9(a) of the Plan; (viii) to determine whether
Options granted under the Plan will be Incentive Stock Options or
Nonstatutory Stock Options; (ix) to make all other determinations
deemed necessary or advisable for the administration of the Plan; and
(x) to designate which Options granted under the Plan will be issued
in reliance on Rule 701.
(d) EFFECT OF COMMITTEE'S DECISION. All decisions, determinations and
interpretations of the Committee shall be final and binding on all
potential or actual Optionees, any other holder of an Option or other
equity security of the Company and all other persons.
5. ELIGIBILITY.
(a) PERSONS ELIGIBLE FOR OPTIONS. Options under the Plan may be granted
only to Employees who are vice presidents or above of the Company or
any Subsidiary whom the Committee, in its sole discretion, may
designate from time to time. An Employee who has been granted an
Option, if he or she is otherwise eligible, may be granted an
additional Option or Options. However, the aggregate fair market
value (determined in accordance with the provisions of Section 8(a) of
the Plan) of the Shares subject to one or more Incentive Stock Options
grants that are exercisable for the first time by an Optionee during
any calendar year (under all stock option plans of the Company and its
Parents and Subsidiaries) shall not exceed $100,000 (determined as of
the grant date); all grants in excess of the $100,000 limit are
designated as Nonstatutory Stock Option.
(b) NO RIGHT TO CONTINUING EMPLOYMENT. Neither the establishment nor the
operation of the Plan shall confer upon any Optionee or any other
person any right with respect to continuation of employment or other
service with the Company or any Subsidiary, nor shall the Plan
interfere in any way with the right of the Optionee or the right of
the Company (or any Parent or Subsidiary) to terminate such employment
or service at any time.
6. TERM OF PLAN.
The Plan shall become effective upon its adoption by the Board or its
approval by vote of the holders of the outstanding shares of the Company
entitled to vote on the adoption of the Plan (in accordance with the
provisions of Section 18 hereof), whichever is earlier. It shall continue
in effect for a term of ten (10) years unless sooner terminated under
Section 13 of the Plan.
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7. TERM OF OPTION.
Unless the Committee determines otherwise, the term of each Option granted
under the Plan shall be ten (10) years from the date of grant. The term of
the Option shall be set forth in the Option Agreement. No Incentive Stock
Option shall be exercisable after the expiration of ten (10) years from the
date such Option is granted; provided that, no Incentive Stock Option
granted to any Employee who, at the date such Option is granted, owns
(within the meaning of Section 425(d) of the Code) more than ten percent
(10%) of the total combined voting power of all classes of stock of the
Company or any Parent or Subsidiary shall be exercisable after the
expiration of five (5) years from the date such Option is granted.
8. EXERCISE PRICE AND CONSIDERATION.
(a) EXERCISE PRICE. Except as provided in subsection (b) below, the
exercise price for the Shares to be issued pursuant to any Option
shall be such price as is determined by the Committee, which shall in
no event be less than, in the case of Incentive Stock Options, the
fair market value of such Shares on the date the Option is granted,
PROVIDED THAT, in the case of any Optionee owning stock possessing
more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or any Parent or Subsidiary of the
Company, the exercise price shall be 110% of fair market value on the
date the Incentive Stock Option is granted. Fair market value of the
Common Stock shall be determined by the Committee, using such criteria
as it deems relevant; provided, however, that if there is a public
market for the Common Stock, the fair market value per Share shall be
the average of the last reported bid and asked prices of the Common
Stock on the date of grant, as reported in THE WALL STREET JOURNAL
(or, if not so reported, as otherwise reported by the National
Association of Securities Dealers Automated Quotation NASDAQ System)
or, in the event the Common Stock is listed on a national securities
exchange (within the meaning of Section 6 of the Exchange Act) or on
the NASDAQ National Market System (or any successor national market
system), the fair market value per Share shall be the closing price on
such exchange on the date of grant of the Option, as reported in THE
WALL STREET JOURNAL.
(b) TEN PERCENT STOCKHOLDERS. No Option shall be granted to any Employee
who, at the date such Option is granted, owns (within the meaning of
Section 424(d) of the Code) more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any
Parent or Subsidiary, unless the exercise price for the Shares to be
issued pursuant to such Option is at least equal to 110 percent (110%)
of the fair market value of such Shares on the grant date determined
by the Committee in the manner set forth in subsection (a) above.
(c) CONSIDERATION. The consideration to be paid for the Optioned Shares
shall be payment in cash or by check unless payment in some other
manner, including by promissory note, other shares of the Company's
Common Stock or such other consideration and method of payment for the
issuance of Optioned Shares as is authorized by the Committee at the
time of the grant of the Option. Any cash or other property received
by the Company from the sale of Shares pursuant to the Plan shall
constitute part of the general assets of the Company.
9. EXERCISE OF OPTION.
(a) VESTING PERIOD. Any Option granted hereunder shall be exercisable at
such times and under such conditions as determined by the Committee
and as shall be permissible under the terms of the Plan, which shall
be specified in the Option Agreement evidencing the Option. Options
granted under the Plan shall vest at a rate of at least twenty percent
(20%) per year.
(b) EXERCISE PROCEDURES. 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 agreement evidencing the
Option, and full payment for the Shares with respect to which the
Option is exercised has been received by the Company.
An Option may not be exercised for fractional shares. As soon as
practicable following the exercise of an Option in the manner set
forth above, the Company shall issue or cause its transfer agent to
issue stock certificates representing the Shares purchased. Until the
issuance of such
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stock certificates (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company),
no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the 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 of the transfer by the Optionee of the consideration for
the purchase of the Shares, except as provided in Section 11 of the
Plan. After the Registration Date, the exercise of an Option by any
person subject to short-swing trading liability under Section 16(b) of
the Exchange Act shall be subject to compliance with all applicable
requirements of Rule 16b-3(d) or (e) promulgated under the Exchange
Act.
(c) DEATH OF OPTIONEE. In the event of the death during the Option period
of an Optionee who is at the time of his death, or was within the
ninety (90)-day period immediately prior thereto, an Employee, and who
was in Continuous Employment as such from the date of the grant of the
Option until the date of death or termination, the Option may be
exercised, at any time prior to the expiration of the Option period,
by the 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 accrued right to exercise at the time of the termination or
death, whichever comes first.
(d) DISABILITY OF OPTIONEE. In the event of the disability during the
Option period of an Optionee who is at the time of such disability, or
was within the ninety (90)-day period prior thereto, an Employee, and
who was in Continuous Employment as such from the date of the grant of
the Option until the date of disability or termination, the Option may
be exercised at any time within one (1) year following the date of
disability, but only to the extent of the accrued right to exercise at
the time of the termination or disability, whichever comes first,
subject to the condition that no option shall be exercised after the
expiration of the Option period.
(e) TERMINATION OF STATUS AS EMPLOYEE. If an Optionee shall cease to be
an Employee for any reason other than disability or death, the
Optionee may, but only within ninety (90) days (or such other period
of time as is determined by the Committee) after the date he or she
ceases to be an Employee, exercise his or her Option to the extent
that he or she was entitled to exercise it at the date of such
termination, subject to the condition that no option shall be
exercisable after the expiration of the Option period. Upon such
exercise and if so provided in the Restricted Stock Transfer
Agreement, the Company may, but only within ninety (90) days (or such
other period of time as is determined by the Committee) after the date
of such exercise, repurchase from the Optionee the Optionee's Option
Shares at the higher of the original purchase price for the Option
Shares or fair market value (as determined by the Company's Board of
Directors) of the Option Shares on the date of termination of
employment. The right to repurchase shall be exercisable for cash or
cancellation of purchase money indebtedness.
(f) EXERCISE OF OPTION WITH STOCK AFTER REGISTRATION DATE. After the
Registration Date, the Committee may permit an Optionee to exercise an
Option by delivering shares of the Company's Common Stock. If the
Optionee is so permitted, the option agreement covering such Option
may include provisions authorizing the Optionee to exercise the
Option, in whole or in part, by: (i) delivering whole shares of the
Company's Common Stock previously owned by such Optionee (whether or
not acquired through the prior exercise of a stock option) having a
fair market value equal to the aggregate exercise price for the
Optioned Shares issuable on exercise of the Option; and/or (ii)
directing the Company to withhold from the Shares that would otherwise
be issued upon exercise of the Option that number of whole Shares
having a fair market value equal to the aggregate exercise price for
the Optioned Shares issuable on exercise of the Option. Shares of the
Company's Common Stock so delivered or withheld shall be valued at
their fair market value at the close of the last business day
immediately preceding the date of exercise of the Option, as
determined by the Committee, in accordance with the provisions of
Section 8(a) of the Plan. Any balance of the exercise price shall be
paid in cash. Any shares delivered or withheld in accordance with
this provision shall not again become available for purposes of the
Plan and for Options subsequently granted thereunder.
(g) TAX WITHHOLDING. After the Registration Date, when an Optionee is
required to pay to the Company an amount with respect to tax
withholding obligations in connection with the exercise of an Option
granted under the Plan, the Optionee may elect prior to the date the
amount of such withholding tax is determined (the "Tax Date") to make
such payment, or such increased payment
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as the Optionee elects to make up to the maximum federal, state and
local marginal tax rates, including any related FICA obligation,
applicable to the Optionee and the particular transaction, by: (i)
delivering cash; (ii) delivering part or all of the payment in
previously owned shares of Common Stock (whether or not acquired
through the prior exercise of an Option); and/or (iii) irrevocably
directing the Company to withhold from the Shares that would otherwise
be issued upon exercise of the Option that number of whole Shares
having a fair market value equal to the amount of tax required or
elected to be withheld (a "Withholding Election"). If an Optionee's
Tax Date is deferred beyond the date of exercise and the Optionee
makes a Withholding Election, the Optionee will initially receive the
full amount of Optioned Shares otherwise issuable upon exercise of the
Option, but will be unconditionally obligated to surrender to the
Company on the Tax Date the number of Shares necessary to satisfy his
or her minimum withholding requirements, or such higher payment as he
or she may have elected to make, with adjustments to be made in cash
after the Tax Date.
Any withholding of Optioned Shares with respect to taxes arising in
connection with the exercise of an Option by any person subject to
short-swing trading liability under Section 16(b) of the Exchange Act
shall satisfy the following conditions:
(i) An advance election to withhold Optioned Shares in settlement of a tax
liability must satisfy the requirements of Rule 16b-3(d)(1)(i),
regarding participant-directed transactions;
(ii) Absent such an election, the withholding of Optioned Shares to settle
a tax liability may occur only during the quarterly window period
described in Rule 16b-3(e);
(iii)Absent an advance election or window-period withholding, the Optionee
may deliver shares of Common Stock owned prior to the exercise of an
Option to settle a tax liability arising upon exercise of the Option,
in accordance with Rule 16b-3(f); or
(iv) The delivery of previously acquired shares of Common Stock (but not
the withholding of newly acquired Shares) will be allowed where an
election under Section 83(b) of the Code accelerates the Tax Date to a
day that occurs less than six (6) months after the advance election
and is not within the quarterly window period described in
Rule 16b-3(e).
Any adverse consequences incurred by an Optionee with respect to the
use of shares of Common Stock to pay any part of the exercise price or
of any tax in connection with the exercise of an Option, including
without limitation any adverse tax consequences arising as a result of
a disqualifying disposition within the meaning of Section 422 of the
Code shall be the sole responsibility of the Optionee. Shares
withheld in accordance with this provision shall not again become
available for purposes of the Plan and for Options subsequently
granted thereunder.
10. NON-TRANSFERABILITY OF OPTIONS.
An 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 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 or
the rules thereunder, and may be exercised, during the lifetime of the
Optionee, only by the Optionee.
11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
Subject to any required action by the stockholders of the Company, the
number of Optioned Shares covered by each outstanding Option, and the per
share exercise price of each such Option, 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, recapitalization,
combination, reclassification, the payment of a stock dividend on the
Common Stock or any other increase or decrease in the number of such 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 Board, whose
determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issue 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
Option.
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The Committee may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the number or class of
securities covered by any Option, as well as the price to be paid therefor,
in the event that the Company effects one or more reorganizations,
recapitalizations, rights offerings, or other increases or reductions of
shares of its outstanding Common Stock, and in the event of the Company
being consolidated with or merged into any other corporation.
If the Company dissolves, sells substantially all of its assets, is
acquired in a stock for stock or securities exchange or is party to a
merger or reorganization in which it not the surviving corporation (a
"Change in Control"), then fifty percent (50%) of the unvested portion of
each Option held at least six (6) months prior to the effective date of a
Change of Control shall immediately vest and each Option shall be
exercisable by the holder thereof for a period of not less than thirty (30)
days prior to such Change in Control, provided, however, that the Optionee
shall be given not less than thirty (30) days notice of such Change of
Control and within such time period may exercise his or her Options in
whole or in part. All Options shall terminate in their entirety to the
extent not exercised on or prior to such thirty (30) day period.
12. TIME OF GRANTING OPTIONS.
Unless otherwise specified by the Committee, the date of grant of an Option
under the Plan shall be the date on which the Committee makes the
determination granting such Option. Notice of the determination shall be
given to each Optionee to whom an Option is so granted within a reasonable
time after the date of such grant.
13. AMENDMENT AND TERMINATION OF THE PLAN.
The Board may amend or terminate the Plan from time to time in such
respects as the Board may deem advisable, except that, without approval of
the holders of a majority of the outstanding capital stock no such revision
or amendment shall change the number of Shares subject to the Plan, change
the designation of the class of employees eligible to receive Options or
add any material benefit to Optionees under the Plan. Any such amendment
or termination of the Plan shall not affect Options already granted, and
such Options shall remain in full force and effect as if the Plan had not
been amended or terminated.
14. CONDITIONS UPON ISSUANCE OF SHARES.
Shares shall not be issued with respect to an Option granted under the Plan
unless the exercise of such Option and the issuance and delivery of such
Shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act, the Exchange Act, the
rules and regulations promulgated thereunder, and the requirements of any
stock exchange upon which the Shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to
such compliance. As a condition to the exercise of an Option, the Company
may require the person exercising such Option to represent and warrant at
the time of any such exercise 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.
15. RESERVATION OF SHARES.
During the term of this Plan the Company will at all times reserve and keep
available the number of Shares as shall be sufficient to satisfy the
requirements of the Plan. Inability of the Company to obtain from any
regulatory body having jurisdiction and authority 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
nonissuance or sale of such Shares as to which such requisite authority
shall not have been obtained.
16. INFORMATION TO OPTIONEE.
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During the term of any Option granted under the Plan, the Company shall
provide or otherwise make available to each Optionee a copy of its
financial statements at least annually.
17. OPTION AGREEMENT.
Options granted under the Plan shall be evidenced by Option Agreements.
18. STOCKHOLDER APPROVAL.
The Plan shall be subject to approval by the affirmative vote of the
holders of a majority of the outstanding capital stock of the Company
entitled to vote within twelve (12) months before or after the Plan is
adopted. Any option exercised before stockholder approval is obtained must
be rescinded if stockholder approval is not obtained within twelve (12)
months before or after the Plan is adopted. Shares issued upon the
exercise of such options shall not be counted in determining whether such
approval is obtained. Any amendments to the Plan which require stockholder
approval shall be by the affirmative vote of the holders of a majority of
the outstanding capital stock of the Company entitled to vote.
--end of plan--
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