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 Stock Purchase
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-