RF POWER PRODUCTS, INC.
1995 STOCK OPTION PLAN
ARTICLE I
PURPOSE
1.1. RF Power Products, Inc. 1995 Stock Option Plan is
intended to advance the interests of RF Power Products, Inc. and
its stockholders and subsidiaries and to recognize the
contributions made to RF Power Products, Inc. by employees
(including employees who are members of the Board of Directors),
consultants and advisors of RF Power Products, Inc. or any of its
affiliates, to provide such persons with additional incentive to
devote themselves to the future success of RF Power Products,
Inc. or its affiliates, and to improve the ability of RF Power
Products, Inc. or its affiliates to attract, retain, and motivate
individuals upon whom RF Power Products, Inc.'s sustained growth
and financial success depend, by providing such persons with an
opportunity to acquire or increase their proprietary interest in
RF Power Products, Inc. through receipt of rights to acquire RF
Power Products, Inc. stock.
1.2. All shares of Common Stock issuable upon exercise
of Options granted hereunder shall have previously been
authorized by the Company and its shareholders in connection with
the exercise of stock options which have not yet been granted
under the 1992 Plan.
ARTICLE 11
DEFINITIONS
2.1. "Board" means the Board of Directors of the
Company.
2.2. "Code" means the Internal Revenue Code of 1986, as
amended.
2.3. "Common Stock" means the Company's Common Stock,
par value $.01 per share.
2.4. "Committee" means the Stock Option Committee
appointed by the Board or any successor committee appointed by
the Board to administer the Plan.
2.5. "Company" means RF Power Products, Inc.
2.6. "Date of Grant" means the date on which an Option
becomes effective in accordance with Section 6.1 hereof.
2.7. "Eligible Person" means any person who is an
officer, employee (including an employee who is a member of the
Board), consultant or advisor of the Company or any Subsidiary.
2.8. "Fair Market Value" means the last reported sales
prices of the Common Stock on the American Stock Exchange on the
date as of which fair market value is to be determined or, in the
absence of any reported sales of Common Stock on such date, on
the first preceding date on which any such sale shall have been
reported. If Common Stock is not listed on the American Stock
Exchange on the date as of which fair market value is to be
determined, the Committee shall determine in good faith the fair
market value in whatever manner it considers appropriate.
2.9. "Incentive Stock Option" means a stock option
granted under the Plan that is intended to meet the requirements
of Section 422 of the Code and regulations promulgated
thereunder.
2.10. "Nonqualified Stock Option" means a stock
option granted under the Plan that is not an Incentive Stock
Option.
2.11. "0ption" means an Incentive Stock Option or a
Nonqualified Stock Option granted under the Plan.
2.12. "Optionee" means a person to whom an Option
has been granted, which Option has not expired, under the Plan.
2.13. " 0ption Price" means the price at which each
share of Common Stock subject to an Option may be purchased,
determined in accordance with Section 6.2 hereof.
2.14. "Plan" means the RF Power Products, Inc. 1995
Stock Option Plan.
2.15. "Stock Option Agreement" means an agreement
between the Company and an Optionee under which the Optionee may
purchase Common Stock under the Plan.
2.16. "Subsidiary" means a subsidiary corporation
of the Company, within the meaning of Section 424(f) of the Code.
2.17. "Ten-Percent Owner" means an Optionee who, at
the time an Incentive Stock Option is granted, owns stock
possessing more than ten percent of the total combined voting
power of all classes of stock of the Company, its parent, if any,
or any Subsidiary, within the meaning of Sections 422(b)(6) and
424(d) of the Code.
2.18. "1992 Plan" means the Company's 1992 Stock
Option Plan.
ARTICLE III
ELIGIBILITY
All Eligible Persons are eligible to receive a grant of
an Option under the Plan. The Committee shall, in its sole
discretion, determine and designate from time to time those
Eligible Persons who are to be granted an Option.
2
ARTICLE IV
ADMINISTRATION
4.1. Committee Members. The Plan shall be administered
by a Committee which shall be comprised of no fewer than two
members of the Board. Each Committee member shall be ineligible,
and shall have been ineligible for the one-year period prior to
appointment thereto, for selection as a person to whom stock
options or other equity securities of the Company may be granted
or awarded pursuant to the Plan or, solely to the extent
necessary to be deemed a "disinterested person" within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934,
pursuant to any similar plan of the Company or any affiliate of
the Company. Each Committee member shall qualify as an "outside
director" under Section 162(m) of the Code.
4.2. Committee Authority. Subject to the express
provisions of the Plan, the Committee shall have the authority,
in its discretion, to determine the Eligible Persons to whom an
Option shall be granted, the time or times at which an Option
shall be granted, the number of shares of Common Stock subject to
each Option, the Option Price of the shares subject to each
Option and the time or times when each Option shall become
exercisable and the duration of the exercise period.
Subject to the express provisions of the Plan, the
Committee shall also have discretionary authority to interpret
the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the details and provisions of each
Stock Option Agreement, and to make all the determinations
necessary or advisable in the administration of the Plan. All
such actions and determinations by the Committee shall be
conclusively binding for all purposes and upon all persons. No
Committee member shall be liable for any action or determination
made in good faith with respect to the Plan, any Option or any
Stock Option Agreement entered into hereunder.
4.3. Majority Rule. A majority of the members of the
Committee (or, if less than three, all of the members) shall
constitute a quorum, and any action taken by a majority present
at a meeting at which a quorum is present or any action taken
without a meeting evidenced by a writing executed by a majority
of the whole Committee shall constitute the action of the
Committee.
4.4. Company Assistance. The Company shall supply full
and timely information to the Committee on all matters relating
to Eligible Persons, their employment, death, disability or other
termination of employment, and such other pertinent facts as the
Committee may require. The Company shall furnish the Committee
with such clerical and other assistance as is necessary in the
performance of its duties.
ARTICLE V
SHARES OF STOCK SUBJECT TO PLAN; CHANGE IN CONTROL
5.1. Number of Shares. Subject to adjustment pursuant
to the provisions of this Article V, the maximum number of shares
of Common Stock which may be issued and sold
3
hereunder shall be
265,635 shares, which constitute all of the shares of Common
Stock which had previously been authorized by the Company and its
shareholders in connection with the exercise of stock options
which have not yet been granted under the 1992 Plan. Shares of
Common Stock issued and sold under the Plan may be either
authorized but unissued shares or shares held in the Company's
treasury. Shares of Common Stock covered by an Option that shall
have been exercised shall not again be available for an Option
grant. If an Option shall terminate for any reason (including,
without limitation, the cancellation of an Option pursuant to
Section 6.6 hereof) without being wholly exercised, the number of
shares to which such Option termination relates shall again be
available for grant hereunder.
5.2. Antidilution. Subject to Section 5.4 hereof, in
the event of a reorganization, recapitalization, stock split,
stock dividend, combination of shares, merger or consolidation,
or the sale, conveyance, or other transfer by the Company of all
or substantially all of its property, or any other change in the
corporate structure or shares of the Company, pursuant to any of
which events the then outstanding shares of Common Stock are
split up or combined, or are changed into, become exchangeable at
the holder's election for, or entitle the holder thereof to,
other shares of stock, or in the case of any other transaction
described in Section 424(a) of the Code the Committee may change
the number and kind of shares (including by substitution of
shares of another corporation) subject to the Options and/or the
Option Price of such shares in the manner that it shall deem to
be equitable and appropriate. In no event may any such change be
made to an Incentive Stock Option which would constitute a
"modification" within the meaning of Section 424(h)(3) of the
Code.
5.3. Maximum Grant. The number of shares of Common
Stock underlying options that may be granted under the Plan to
any one person during any one calendar year shall not exceed
200,000 shares. To the extent required for exemption under
Section 162 (m) of the Code, (i) such maximum number of Option
shares may be adjusted in a manner consistent with Section 5.2
and (ii) any Option shares that are canceled or repriced shall
not again be available for grant under the maximum share limit.
5.4. Change in Control. Upon a "change in of control"
of the Company (as defined below), each outstanding Option, to
the extent that it shall not otherwise have exercisable, shall
become fully and immediately vested and exercisable (without
regard to any otherwise applicable installment exercise
requirement under Section 6.3 hereof) and an Optionee shall
surrender his Option and receive with respect to each share of
Common Stock issuable under such Option outstanding at such time,
a payment in cash equal to the excess of the Fair Market Value of
the Common Stock at the time of the change in control over the
Option Price of the Common Stock; provided, however, that no such
vesting and cash payment shall occur if (i) the change in control
has been approved by at least two-thirds of the members of the
Board who were serving as such immediately prior to such
transaction and (ii) provision has been made in connection with
such transaction for (a) the continuation of the Plan and/or the
assumption of such Options by a successor corporation (or a
parent or subsidiary thereof) or (b) the substitution for such
Options of new options covering the stock of a successor
corporation (or a parent or subsidiary thereof), with appropriate
adjustments as to the Y number and kinds of shares and exercise
prices. In the
4
event of any such continuation, assumption or
substitution, the Plan and/or such Options shall continue in the
manner and under the terms so provided.
For purposes of this Section 5.4 a "change in control"
of the Company shall mean (i) a merger, consolidation, or
reorganization of the Company with one or more other corporations
in which the Company is not the surviving corporation; (ii) a
sale or other transfer of substantially all of the assets of the
Company to another corporation; (iii) any transaction or series
of transactions (including, without limitation, a transaction in
which the Company is the surviving corporation) that results in
any person or entity (other than any Subsidiary) becoming owner
of more than 50 percent of the combined voting power of all
classes of stock of the Company; (iv) a change or series of
changes in the composition of the Board such that a majority of
its members shall cease to consist of "Continuing Directors"
(meaning directors of the Company who either were directors on
the date this Plan is approved by the Board or who subsequently
became directors and whose election, or nomination for election
by the Company's stockholders, was approved by a vote of at least
two-thirds of the then existing directors); or (v) a dissolution
or liquidation of the Company.
ARTICLE VI
OPTIONS
6.1. Grant of Option. An Option may be granted to any
Eligible Person selected by the Committee. The grant of an
Option shall first be effective upon the date it is approved by
the Committee, except to the extent the Committee shall specify a
later date upon which the grant of an Option shall first be
effective. Each Option shall be designated, at the discretion of
the Committee, as an Incentive Stock Option or a Nonqualified
Stock Option. The Company and the Optionee shall execute a Stock
Option Agreement which shall set forth such terms and conditions
of the Option as may be determined by the Committee to be
consistent with the Plan, and which may include additional
provisions and restrictions that are not inconsistent with the
Plan.
6.2. Option Price. The Option Price shall be
determined by the Committee; provided, however, such Option Price
shall in no event be less than 85 percent of the Fair Market
Value of a share of Common Stock on the Date of Grant; provided,
however, in the case of an Incentive Stock Option, such Option
Price shall in no event be less than 100% of the Fair Market
Value of a share of Common Stock on the Date of Grant (subject to
Section 8.1 hereof in the case of a Ten-Percent Owner).
6.3. Vesting; Term of Option. The Committee, in its
sole discretion, may prescribe in the Stock Option Agreement for
an Optionee the installment period over which an Option shall
vest and become exercisable, and may accelerate the
exercisability of any Option at any time. An Option may become
100 percent vested and exercisable upon an Optionee's death or
disability to the extent provided in. Article VII hereof. The
period during which a vested Option may be exercised shall be ten
years from the Date of Grant (subject to Section 8.1 hereof in
the case of a Ten-Percent Owner), unless a shorter exercise
period is specified by the Committee in the Stock Option
Agreement for an Optionee.
5
6.4. Option Exercise. An Option may be exercised in
whole or in part at any time, with respect to whole shares only,
within the period permitted for the exercise thereof, and shall
be exercised by written notice of intent to exercise the Option
with respect to a specified number of shares delivered to the
Company at its principal office, and payment in full to the
Company at said office of the amount of the Option Price for the
number of shares of the Common Stock with respect to which the
Option is then being exercised. Payment of the Option Price
shall be made (i) in cash or by cash equivalent, (ii) at the
discretion of the Committee, in Common Stock (not subject to
limitations on transfer) valued at the Fair Market Value of such
shares on the trading date immediately preceding the date of
exercise or (iii) at the discretion of the Committee, by a
combination of such cash and such Common Stock. In addition to
and at the time of payment of the Option Price, the Optionee
shall pay to the Company in cash or, at the discretion of the
Committee, in Common Stock the full amount of all federal and
state withholding and other employment taxes applicable to the
taxable income of such Optionee resulting from such exercise.
6.5. Nontransferability of Option. No Option shall be
transferred by an Optionee other than by will or the laws of
descent and distribution. No transfer of an Option by the
Optionee by will or by laws of descent and distribution shall be
effective to bind the Company unless the Company shall have been
furnished with 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. During the
lifetime of an Optionee, the Option shall be exercisable only by
him, except that, in the case of an Optionee who is legally
incapacitated, the Option shall be exercisable by his guardian or
legal representative.
6.6. Cancellation, Substitution and Amendment of
Options. The Committee shall have the authority to effect, at
any time and from time to time, with the consent of the affected
Optionees, (i) the cancellation of any or all outstanding Options
and the grant in substitution therefor of new Options covering
the same or different numbers of shares of Common Stock and
having an Option Price which may be the same as or different than
the Option Price of the canceled Options or (ii) the amendment of
the terms of any and all outstanding Options.
6.7. Right of First Refusal. At the time of grant, the
Committee may provide in connection with any grant made under the
Plan that the shares of Common Stock received pursuant to the
exercise of an Option shall be subject to a right of first
refusal, pursuant to which the Optionee shall be required to
offer to the Company any shares that the Optionee wishes to sell,
with the price being the then Fair Market Value of the Common
Stock, subject to such other terms and conditions as the
Committee may specify at the time of grant.
ARTICLE VII
TERMINATION OF EMPLOYMENT OR-SERVICE
7.1. Death. If an Optionee shall die at any time after
the Date of Grant and while he is an Eligible Person, the
executor or administrator of the estate of the decedent, or the
person or persons to whom an Option shall have been validly
transferred in accordance with Section 6.5 hereof pursuant to
will or the laws of descent and distribution, shall have the right,
6
during the period ending one year after the date of the
Optionee's death (subject to Sections 6.3 and 8.1 hereof
concerning the maximum term of an Option), to exercise the
Optionee's Option to the extent that it was exercisable at the
date of the Optionee's death and shall not have been previously
exercised. The Committee may determine at or after grant to make
any portion of his Option that is not exercisable at the date of
death immediately vested and exercisable.
7.2. Disability. If an Optionee's employment with or
service to the Company or any Subsidiary shall be terminated as a
result of his permanent and total disability (within the meaning
of Section 22(e)(3) of the Code) at any time after the Date of
Grant and while he is an Eligible Person, the Optionee (or in the
case of an Optionee who is legally incapacitated, his guardian or
legal representative) shall have the right, during a period
ending one year after the date of his disability (subject to
Sections 6.3 and 8.1 hereof concerning the maximum term of an
Option), to exercise such Option to the extent that it was
exercisable at the date of such termination of employment or
service and shall not have been exercised. The Committee may
determine at or after grant to make any portion of his Option
that is not exercisable at the date of termination of employment
or service due to disability immediately vested and exercisable.
7.3. Termination for Cause. If an Optionee's
employment with or service to the Company or any Subsidiary shall
be terminated for cause, the Optionee's right to exercise any
exercised portion of his Option shall immediately terminate and
all rights thereunder shall cease. For purposes of this Section
7.3 termination for "cause" shall include, but not be limited to,
embezzlement or misappropriation of corporate funds, any acts of
dishonesty resulting in conviction for a felony, misconduct
resulting in material injury to the Company or any Subsidiary,
significant activities harmful to the reputation of the Company
or any Subsidiary, a significant violation of Company or
Subsidiary policy, willful refusal to perform, or substantial
disregard of, the duties properly assigned to the Optionee, or a
significant violation of any contractual, statutory or common law
duty of loyalty to the Company or any Subsidiary. The Committee
shall have the power to determine whether the Optionee has been
terminated for cause and the date upon which such termination for
cause occurs. Any such determination shall be final, conclusive
and binding upon the Optionee.
7.4. Other Termination of Employment or Service. If an
Optionee's employment with or service to the Company or any
Subsidiary shall be terminated for any reason other than death,
permanent and total disability or termination for cause, the
Optionee shall have the right, during the period ending 90 days
after such termination (subject to Sections 6.3 and 8.1 hereof
concerning the maximum term of an Option), to exercise such
Option to the extent that it was exercisable at the date of such
termination of employment or service and shall not have been
exercised. For purposes of this Section 7.4, an Optionee shall
not be considered to have terminated employment with or service
to the Company or any Subsidiary until the expiration of the
period of any military, sick leave or other bona fide leave of
absence, up to a maximum period of 90 days (or such greater
period during which the Optionee is guaranteed reemployment
either by statute or contract).
7
ARTICLE VIII
INCENTIVE STOCK OPTIONS
8.1. Ten-Percent Owners. Notwithstanding any other
provisions of this Plan to the contrary, in the case of an
Incentive Stock Option granted to a Ten-Percent Owner, (i) the
period during which any such Incentive Stock Option may be
exercised shall not be greater than five years from the Date of
Grant and (ii) the Option Price of such Incentive Stock Option
shall not be less than 110 percent of the Fair Market Value of a
share of Common Stock on the Date of Grant.
8.2. Annual Limits. No Incentive Stock Option shall be
granted to an Optionee as a result of which the aggregate fair
market value (determined as of the date of grant) of the stock
with respect to which incentive stock options are exercisable for
the first time in any calendar year under the Plan, and any other
stock option plans of Company, any Subsidiary or any parent
corporation, would exceed $100,000, determined in accordance with
Section 422(d) of the Code. This limitation shall be applied by
taking options into account in the order in which granted.
8.3. Disqualifying Dispositions. If shares of Common
Stock acquired by exercise of an Incentive Stock Option are
disposed of within two years following the Date of Grant or one
year following the transfer of such shares to the Optionee upon
exercise, the Optionee shall, within 10 days after such
disposition, notify the Company in writing of the date and terms
of such disposition and provide such other information regarding
the disposition as the Committee may reasonably require.
8.4. Other Terms and Conditions. Any Incentive Stock
Option granted hereunder shall contain such additional terms and
conditions, not inconsistent with the terms of this Plan, as are
deemed necessary or desirable by the Committee, which terms,
together with terms of this Plan, shall be intended and
interpreted to cause such Incentive Stock Option to qualify as an
"incentive stock option" under Section 422 of the Code.
ARTICLE IX
STOCK CERTIFICATES
9.1. Issuance of Certificates. Subject to Section 9.2
hereof, the Company shall issue a stock certificate in the name
of the Optionee (or other person exercising the Option in
accordance with the provisions of the Plan) for the shares of
Common Stock purchased by exercise of an Option as soon as
practicable after due exercise and payment of the aggregate
Option Price for such shares. A separate stock certificate or
separate stock certificates shall be issued for any shares of
Common Stock purchased pursuant to the exercise of an Option that
is an Incentive Stock Option, which certificate or certificates
shall not include any shares of Common Stock that were purchased
pursuant to the exercise of an Option that is a Nonqualified
Stock Option.
8
9.2. Conditions. The Company shall not be required to
issue or deliver any certificate for shares of Common Stock
purchased upon the exercise of any Option granted hereunder or
any portion thereof prior to fulfillment of all of the following
conditions:
(a) The completion of any registration or other
qualification of such shares, under any federal or state law or
under the rulings or regulations of the Securities and Exchange
Commission or any other governmental regulatory body, that the
Committee shall in its sole discretion deem necessary or
advisable;
(b) The obtaining of any approval or other clearance
from any federal or state governmental agency which the Committee
shall in its sole discretion determine to be necessary or
advisable;
(c) The lapse of such reasonable period of time
following the exercise of the Option as the Committee from time
to time may establish for reasons of administrative convenience;
(d) Satisfaction by the Optionee of all applicable
withholding taxes or other withholding liabilities; and
(e) If required by the Committee, in its sole
discretion, the receipt by the Company from an Optionee of (i) a
representation in writing that the shares of Common Stock
received upon exercise of an Option are being acquired for
investment and not with a view to distribution and (ii) such
other representations and warranties as are deemed necessary by
counsel to the Company.
9.3. Legends. The Company reserves the right to legend
any certificate for shares of Common Stock, conditioning sales of
such shares upon compliance with applicable federal and state
securities laws and regulations.
ARTICLE X
EFFECTIVE DATE, TERMINATION AND AMENDMENT
10.1. Effective Date. The Plan shall become
effective on the date of its adoption by the Board; provided,
however, that no Option shall be exercisable by an Optionee
unless and until the Plan shall have been approved by the
stockholders of the Company, which approval shall be obtained
within 12 months before or after the adoption of the Plan by the
Board. If the stockholders fail to approve the Plan within one
year from the Effective Date, any Options granted hereunder shall
be null and void and of no effect.
10. 2. Termination. The Plan shall terminate on the
date immediately preceding the tenth anniversary of the earlier
of the date the Plan is adopted by the Board or the date the Plan
is approved by the Company's stockholders. The Board may, in its
sole discretion and at any earlier date, terminate the Plan.
Notwithstanding the foregoing, no termination of the Plan shall
in any manner affect any Option theretofore granted without the
consent of the Optionee or the permitted transferee of the
Option.
9
10.3. Amendment. The Board may at any time and
from time to time and in any respect, amend or modify the Plan;
provided, however, that, solely to the extent required by Rule
16b-3 under the Securities Exchange Act of 1934, the approval of
the Company's stockholders will be required for any amendment
that (i) changes the class of persons eligible for the grant of
an Option, as specified in Article III hereof, (ii) increases
(other than as described in Section 5.2 or 5.4 hereof) the
maximum number of shares of Common Stock subject to Options
granted under the Plan, as specified in Section 5.1 hereof, or
(iii) materially increases the benefits accruing to Optionees
under the Plan, within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934. Any such approval shall be by
the affirmative votes of the stockholders of the Company present,
or represented, and entitled to vote at a meeting duly held in
accordance with applicable state law and the Certificate of
Incorporation and By-Laws of the Company. Notwithstanding the
foregoing, no amendment or modification of the Plan shall in any
manner affect any Option theretofore granted without the consent
of the Optionee or the permitted transferee of the Option.
ARTICLE XI
MISCELLANEOUS
11.I. Employment. Nothing in the Plan, in the
grant of any Option or in any Stock Option Agreement shall confer
upon any Eligible Person the right to continue in the capacity in
which he is employed or retained by the Company or any
Subsidiary. Notwithstanding anything contained in the Plan to
the contrary, unless otherwise provided in a Stock Option
Agreement, no Option shall be affected by any change of duties or
position of the Optionee (including a transfer to or from the
Company or any Subsidiary), so long as such Optionee continues to
be an Eligible Person.
11.2. Rights as Shareholder. An Optionee or the
permitted transferee of an Option shall have no rights as a
shareholder with respect to any shares subject to such Option
prior to the purchase of such shares by exercise of such Option
as provided herein. Nothing contained herein or in the Stock
Option Agreement relating to any Option shall create an
obligation on the part of the Company to repurchase any shares of
Common Stock purchased hereunder.
11.3. Other Compensation and Benefit Plans. The
adoption of the Plan shall not affect any other stock option or
incentive or other compensation plans in effect for the Company
or any Subsidiary, nor shall the Plan preclude the Company from
establishing any other forms of incentive or other compensation
for employees of the Company or any Subsidiary. The amount of
any compensation deemed to be received by an Optionee as a result
of the exercise of an Option or the sale of shares received upon
such exercise shall not constitute compensation with respect to
which any other employee benefits of such Optionee are
determined, including, without limitation, benefits under any
bonus, pension, profit sharing, life insurance or salary
continuation plan, except as otherwise specifically determined by
the Board or the Committee or provided by the terms of such plan.
10
11.4. Plan Binding on Successors. The Plan shall
be binding upon the Company, its successors and assigns, and the
Optionee, his executor, administrator and permitted transferees.
11.5. Construction and Interpretation. Whenever
used herein, nouns in the singular shall include the plural, and
the masculine pronoun shall include the feminine gender. Heading
of Articles and Sections hereof are inserted for convenience and
reference and constitute no part of the Plan.
11.6. Severability. If any provision of the Plan
or any Stock Option Agreement shall be determined to be illegal
or unenforceable by any court of law in any jurisdiction, the
remaining provisions hereof and thereof shall be severable and
enforceable in accordance with their terms, and all provisions
shall remain enforceable in any other jurisdiction.
11.7. Governing Law. The validity and construction
of this Plan and of the Stock Option Agreements shall be governed
by the laws of the State of Delaware.
11