FORECROSS CORPORATION
1993 RESTRICTED STOCK PURCHASE PLAN
1. PURPOSE OF THE PLAN.
The purpose of the Plan is to provide the Board of Directors
of Forecross Corporation (the "Company") with the authority and flexibility to
authorize the sale of Common Stock, from time to time, to employees and
consultants on favorable terms so as to attract and retain the best available
personnel for positions of responsibility within the Company, and to promote the
success of the Company's business.
2. DEFINITIONS.
As used herein, the following definitions shall apply:
(a) "Administrator" shall mean the Board or its Committee administering
the Plan, in accordance with Section 4 of the Plan.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Committee" shall have the meaning as specified in Section 4(a) of
the Plan.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Common Stock" shall mean the Common Stock of the Company.
(f) "Company" shall mean Forecross Corporation, a California
corporation.
(g) "Consultant" shall mean any person, including an advisor or
director, engaged by the Company or a Parent or Subsidiary to render services
and who is compensated for such services.
(h) "Employee" shall mean any person, including officers, employed by
or performing services for the Company or any Subsidiary.
(i) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(j) "Fair Market Value" shall mean, as of any date, the value of Common
Stock determined as follows:
(i) In the absence of an established market for the Common Stock,
the Fair Market Value shall be determined in good faith by the
Administrator;
(ii) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the
National Market System of the National Association of Securities
Dealers, Inc. Automated Quotation ("NASDAQ") System, the Fair Market
Value of a Share of Common Stock shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted
on such system or exchange (or the exchange with the greatest volume
of trading in Common Stock) on the last market trading day prior to
the day of determination, as reported in the Wall Street Journal or
such other source as the Administrator deems reliable; or
(iii) If the Common Stock is quoted on the NASDAQ System (but not
on the National Market System thereof) or is regularly quoted by a
recognized securities dealer but selling prices are not reported, the
Fair Market Value of a Share of Common Stock shall be the mean between
the high bid and low asked prices for the Common Stock on the last
market trading day prior to the day of determination, as reported in
the Wall Street Journal or such other source as the Administrator
deems reliable.
(k) "Parent" shall mean a "parent corporation", whether now or
hereafter existing, as defined in Section 424(e) of the Code.
(l) "Plan" shall mean this 1993 Restricted Stock Purchase Plan.
(m) "Share" shall mean a share of Common Stock, as adjusted in
accordance with Section 9 of the Plan.
(n) "Stock Purchase Agreement" shall mean an agreement in the form
approved by the Board to purchase Common Stock of the Company pursuant to the
Plan.
(o)"Stock Purchase Right" shall mean the right to purchase Shares under
the Plan.
(p) "Subsidiary" shall mean a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.
-2-
3. STOCK SUBJECT TO THE PLAN.
Subject to the provisions of Section 9 of the Plan, the maximum
aggregate number of Shares which may be sold under the Plan is 300,000 shares of
Common Stock. The Shares may be authorized, but unissued, or reacquired Common
Stock.
If Shares are repurchased by the Company pursuant to a Stock Purchase
Agreement, such Shares, unless the Plan shall have been terminated, shall become
available for reissuance under the Plan.
4. ADMINISTRATION OF THE PLAN.
(a) Procedure. The Plan shall be administered by the Board or by a
committee designated by the Board. Once appointed, such Committee shall serve in
its designated capacity until otherwise directed by the Board. The Board may
increase the size of the Committee and appoint additional members, remove
members (with or without cause) and substitute new members, fill vacancies
(however caused), and remove all members of the Committee and thereafter
directly administer the Plan.
(b) Powers of the Administrator. Subject to the provisions of the Plan,
and in the case of a Committee, subject to the specific duties delegated by the
Board to such Committee, the Administrator shall have the authority, in its
discretion:
(i) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(j) of the Plan;
(ii) to select the Consultants and Employees to whom Stock Purchase
Rights may be granted hereunder;
(iii) to determine whether and to what extent Stock Purchase Rights
are granted hereunder;
(iv) to determine the number of shares of Common Stock to be covered
by each Stock Purchase Right granted hereunder;
(v) to approve forms of agreement for use under the Plan;
(vi) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, any waiver
of forfeiture restrictions, and any restriction or limitation regarding any
Stock Purchase Right or the Shares relating thereto, based in each case on
such factors as the Administrator, in its sole discretion, shall determine;
(vii) to construe and interpret the terms of the Plan;
-3-
(viii) to prescribe, amend and rescind rules and regulations relating
to the Plan;
(ix) to modify or amend each Stock Purchase Agreement (subject to
Section 10(c) of the Plan);
(x) to authorize any person to execute on behalf of the Company any
instrument required to effect the grant of a Stock Purchase Right
previously granted by the Administrator;
(xi) to determine the terms and restrictions applicable to Stock
Purchase Rights and any Shares; and
(xii) to make all other determinations deemed necessary or advisable
for administering the Plan.
(c) Effect of Administrators Decision. All decisions, determinations
and interpretations of the Administrator shall be final and binding on Employees
and Consultants.
5. ELIGIBILITY
Stock Purchase Agreements may be entered into only with Employees and
Consultants. The Employee or Consultants receiving Shares shall have no rights
with respect to continuation of employment or consulting relationship nor with
respect to continuation of any particular Company business, policy or product.
6. TERM OF PLAN
The Plan shall become effective upon adoption by the Board; provided
that the Plan shall also be approved by the shareholders of the Company as
provided in Section 13 hereof. The Plan shall continue in effect for a term of
10 years from such date of Board adoption unless sooner terminated under Section
10 of the Plan.
7. CONSIDERATION AND TERMS OF EXERCISE
(a) Determination of Price. The price of Shares to be purchased, the
terms of payment and consideration to be paid for the Shares shall be determined
by the Board, provided, however, that the purchase price shall not be less than
the Fair Market Value on the date of grant.
(b) Payment. Payment for the Shares may be in installments or at one
time, and provision may be made for aiding any Employee or Consultant in paying
for the shares by promissory notes or otherwise.
(c) Loans and Guarantees. In addition, the Company may lend money to,
or guarantee any obligation of or otherwise assist any
-4-
Employee or Consultant in acquiring Shares under the Plan whenever, in the
judgment of the Board, such loan, guaranty or assistance may reasonably be
expected to benefit the Company. Such loan or guaranty or other assistance may
be with or without interest and may be secured or unsecured in such manner as
the Board shall approve.
8. EXERCISABILITY AND NON-TRANSFERABILITY OF STOCK PURCHASE RIGHT
Stock Purchase Rights acquired by the Employee pursuant to this Plan
must be exercised within 60 days after the date of grant of the Stock Purchase
Right. Stock Purchase Rights may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner and shall expire immediately upon the
death of the Employee or Consultant or the termination of such person's
employment with or rendition of consulting services to the Company.
9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
Subject to any required action by the shareholders of the Company, the
number of shares of Common Stock which have been authorized for issuance under
the Plan 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 Board, whose determination in that respect shall
be final, binding and conclusive.
10. AMENDMENT AND TERMINATION OF THE PLAN
(a) Amendment and Termination. The Board may amend, suspend, or
terminate the Plan from time to time in such respects as the Board may deem
advisable.
(b) Shareholder Approval. The Company shall obtain shareholder
approval of any Plan amendment to the extent necessary and ,desirable to comply
with Rule 16b-3 or with the Code (or any successor rule or statute or other
applicable law, rule or regulation, including the requirements of any exchange
or quotation system on which the Common Stock is listed or quoted). Such
shareholder approval, if required, shall be obtained in such a manner and to
such a degree as is required by the applicable law, rule or regulation.
(c) Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not affect Shares already subject
-5-
to Stock Purchase Agreements, except as provided in said StockPurchase
Agreements.
11. COMPLIANCE WITH LAWS AND REGULATIONS
Shares shall not be issued under this Plan unless the issuance and
delivery of such Shares shall comply with all relevant provisions of law,
including without limitation, the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, state securities laws and the
requirements of any stock exchange or, market system upon which Shares may then
be listed or designated.
12. RESERVATION OF SHARES
The Company, during the term of the Plan, will at all times reserve and
keep available, such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.
13. SHAREHOLDER APPROVAL
Continuance of the Plan shall be subject to approval by the
shareholders of the Company within twelve months before or after the date the
Plan is adopted. Such shareholder approval shall be obtained in the manner
and to the degree required under applicable federal and state law.
14. GOVERNING LAW.
The Plan shall be governed by the laws of the State of California.
-6-