1
EXHIBIT 10.2
MEDICAL IMAGING CENTERS OF AMERICA, INC.
1994 STOCK OPTION PLAN
ARTICLE ONE
GENERAL
I. PURPOSE OF THE PLAN
This 1994 Stock Option Plan ("Plan") is intended to promote
the interests of Medical Imaging Centers of America, Inc., a California
corporation (the "Corporation"), by providing (i) key employees (including
officers) of the Corporation (or its parent or subsidiary corporations) who are
responsible for the management, growth and financial success of the Corporation
(or its parent or subsidiary corporations), and (ii) consultants and other
independent contractors who provide valuable services to the Corporation (or
its parent or subsidiary corporations) with the opportunity to acquire a
proprietary or increase their proprietary interest in the Corporation as an
incentive for them to remain in the service of the Corporation (or its parent
or subsidiary corporations).
II. GENERAL
A. The Plan shall become effective as of January 1, 1994
(the "Effective Date").
B. This Plan shall serve as the successor to the
Corporation's 1983 Employee Stock Option Plan, its 1984 Employee Stock Option
Plan (Nonqualified), and its 1985 Employee Incentive Stock Option Plan
(together, the "Predecessor Plans"), and no further option grants or share
issuances shall be made under the Predecessor Plans from and after the
Effective Date. Each outstanding option under the Predecessor Plans
immediately prior to the Effective Date are hereby incorporated into this Plan
and shall accordingly be treated as outstanding options or share issuance under
this Plan. However, each such option or share issuance shall continue to be
governed solely by the terms and conditions of the instrument evidencing such
grant or issuance, and, except as otherwise expressly provided herein, no
provision of this Plan shall affect or otherwise modify the rights or
obligations of the holders of such incorporated options or shares with respect
to their acquisition of shares of the Corporation's common stock or otherwise
modify the rights or obligations of the holders of such options or shares.
C. For purposes of this Plan, the following provisions
shall be applicable in determining the parent and subsidiary corporations of
the Corporation:
Any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation shall be
considered to be a PARENT of the Corporation, provided each such
corporation in the unbroken chain (other than the Corporation) owns,
at the time of the determination, stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain.
Each corporation (other than the Corporation) in an
unbroken chain of corporations beginning with the Corporation shall be
considered to be a SUBSIDIARY of the Corporation, provided each such
corporation (other than the last corporation) in the unbroken chain
owns, at the time of the determination, stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
2
D. Neither the grant of options nor the issuance of any
shares pursuant to this Plan shall in any way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its capital
or business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.
E. The holder of an option grant under this Plan shall
have none of the rights of a shareholder with respect to any shares subject to
such option until such individual shall have exercised the option, paid the
exercise price for the purchased shares and been issued a stock certificate for
such shares.
III. ADMINISTRATION OF THE PLAN
A. This Plan shall be administered by a committee
("Committee") of two (2) or more non-employee Board members who assume full
responsibility for the administration of the Plan (the "Plan Administrator").
Members of the Committee shall serve for such period of time as the Board may
determine and shall be subject to removal by the Board at any time.
B. The Plan Administrator shall have full power and
authority (subject to the express provisions of the Plan) to establish such
rules and regulations as it may deem appropriate for the proper administration
of the Plan and to make such determinations under, and issue such
interpretations of, the Plan and any outstanding option grants or stock
issuances as it may deem necessary or advisable. Decisions of the Plan
Administrator shall be final and binding on all parties who have an interest in
the Plan or any outstanding option or stock issuance.
IV. OPTION GRANTS
A. The persons eligible to receive option grants
pursuant to the Plan ("Optionee") are as follows:
(i) officers and other key employees of the
Corporation (or its parent or subsidiary corporations) who
render services which contribute to the management, growth and
financial success of the Corporation (or its parent or
subsidiary corporations);
(ii) those consultants or other independent
contractors who provide valuable services to the Corporation
(or its parent or subsidiary corporations).
Non-employee members of the Board shall not be eligible to
participate in the Plan or in any other stock option, stock purchase, stock
bonus or other stock plan of the Corporation (or its parent or subsidiary
corporations).
B. The Plan Administrator shall have full authority to
determine which eligible individuals are to receive option grants, the number
of shares to be covered by each such grant, whether the granted option is to be
an incentive stock option ("Incentive Option") which satisfies the requirements
of Section 422A of the Internal Revenue Code or a non-statutory option not
intended to meet such requirements, the time or times at which and the
circumstances under which each granted option is to become exercisable and the
maximum term for which the option may remain outstanding.
C. Notwithstanding any other provision of this Plan, no
individual shall be granted options to acquire more than one million
(1,000,000) shares of stock hereunder.
V. STOCK SUBJECT TO THE PLAN
A. Shares of the Corporation's Common Stock shall be
available for issuance under the Plan and shall be drawn from either the
Corporation's authorized but unissued shares of Common Stock or from reacquired
shares of Common Stock, including shares repurchased by the Corporation on the
open market. The maximum number of shares of the Plan which may be issued over
the term of the Plan shall not exceed 900,000 newly authorized shares
hereunder,
2
3
plus the shares remaining available for issuance under the Predecessor Plans
which, as of December 31, 1993, was 773,500 shares reserved for issuance under
existing options and 204,625 additional shares. The number of shares which may
be issued pursuant to the Plan shall be subject to adjustment from time to time
in accordance with the provisions of this Section VI.
B. Should one or more outstanding options under this
Plan (including outstanding options under the Predecessor Plans incorporated
into this Plan) expire or terminate for any reason prior to exercise in full
(including any option cancelled in accordance with the cancellation-regrant
provisions of Section III of Article Two of the Plan), then the shares subject
to the portion of each option not so exercised shall be available for
subsequent option grant or share issuance under this Plan. In addition, should
the exercise price of an outstanding option under the Plan be paid with shares
of Common Stock or should shares of Common Stock otherwise issuable under the
Plan be withheld by the Corporation in satisfaction of the withholding taxes
incurred in connection with the exercise of an outstanding option under the
Plan, then the number of shares of Common Stock available for issuance under
the Plan shall be reduced by the gross number of shares for which the option is
exercised.
C. In the event any change is made to the Common Stock
issuable under the Plan by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares, conversion or
other change affecting the outstanding Common Stock, or any class of Common
Stock as a class, without the Corporation's receipt of consideration, then
appropriate adjustments shall be made to (i) the number and/or class of shares
issuable under the Plan, (ii) the number and/or class of shares and price per
share in effect under each outstanding option under this Plan (including
outstanding options incorporated into this Plan from the Predecessor Plans).
Such adjustments to the outstanding options are to be effected in a manner
which shall preclude the enlargement or dilution of rights and benefits under
such options. The adjustments determined by the Plan Administrator shall be
final, binding and conclusive.
D. Common Stock issuable under the Plan may be subject
to such restrictions on transfer or such other restrictions as may be
determined by the Plan Administrator.
ARTICLE TWO
OPTION GRANTS
I. TERMS AND CONDITIONS OF OPTIONS
Options granted to Employees of the Corporation or its parent
or subsidiary corporations pursuant to this Article Two shall be authorized by
action of the Plan Administrator and may, at the Plan Administrator's
discretion, be either Incentive Options or non-statutory options. Individuals
who are not Employees of the Corporation or its parent or subsidiary
corporations may only be granted non-statutory options. Each granted option
shall be evidenced by one or more instruments in the form approved by the Plan
Administrator; provided, however, that each such instrument shall comply with
the terms and conditions specified below. Each instrument evidencing an
Incentive Option shall, in addition, be subject to the applicable provisions of
Section II of this Article Two.
A. OPTION PRICE.
(i) In General. The option price per share shall be
fixed by the Plan Administrator. In no event, however, shall the price for any
share be less than one hundred percent (100%) of the fair market value of that
share on the date of the option grant.
(ii) 10% Shareholder. If any individual to whom an option
is granted is the owner of stock (as determined under Section 424(d) of the
Internal Revenue Code) possessing 10% or more of the total combined voting
power of all classes of stock of the Corporation or any one of its parent or
subsidiary corporations, then the option price
3
4
per share shall not be less than one hundred and ten percent (110%) of the fair
market value per share of Common Stock on the grant date.
(iii) How Payable. The option price shall become immediately
due upon exercise of the option and shall be payable in one of the following
alternative forms specified below:
- full payment in cash or check drawn to the
Corporation's order;
- full payment in shares of Common Stock held
for at least six (6) months and valued at fair market value on
the Exercise Date (as such term is defined below);
- full payment in a combination of shares of
Common Stock held for at least six (6) months and valued at
fair market value on the Exercise Date and cash or check; or
- full payment through a broker-dealer sale and
remittance procedure pursuant to which the Optionee (I) shall
provide irrevocable written instructions to a designated
brokerage firm to effect the immediate sale of the purchased
shares and remit to the Corporation, out of the sale proceeds
available on the settlement date, sufficient funds to cover
the aggregate option price payable for the purchased shares
plus all applicable Federal and State income and employment
taxes required to be withheld by the Corporation in connection
with such purchase and (II) shall provide written directives
to the Corporation to deliver the certificates for the
purchased shares directly to such brokerage firm in order to
complete the sale transaction.
For purposes of this subparagraph (iii), the Exercise Date
shall be the date on which written notice of the option exercise is delivered
to the Corporation. Except to the extent the sale and remittance procedure is
utilized in connection with the exercise of the option, payment of the option
price for the purchased shares must accompany such notice.
B. TERM AND EXERCISE OF OPTIONS. Each option granted
under this Article Two shall have such term as may be fixed by the Plan
Administrator, be exercisable at such time or times and during such period, and
on such conditions, as is determined by the Plan Administrator and set forth in
the stock option agreement evidencing the grant. No such option, however,
shall have a maximum term in excess of ten (10) years from the grant date and
no option granted to a 10% shareholder shall have a maximum term in excess of
five (5) years from the grant date. During the lifetime of the Optionee, the
option shall be exercisable only by the Optionee and shall not be assignable or
transferable by the Optionee otherwise than by will or by the laws of descent
and distribution following the Optionee's death.
C. TERMINATION OF SERVICE.
(i) Except to the extent otherwise provided pursuant to
Section IV of this Article Two, the following provisions shall govern the
exercise period applicable to any outstanding options under this Article Two
which are held by the Optionee at the time of his or her cessation of Service
or death.
- Should an Optionee's Service terminate for
any reason (including death or permanent disability as defined
in Section 22(e)(3) of the Internal Revenue Code) while the
holder of one or more outstanding options under the Plan, then
none of those options shall (except to the extent otherwise
provided pursuant to Section IV of this Article Two) remain
exercisable beyond the later of (i) the limited post-Service
period designated by the Plan Administrator at the time of the
option grant and set forth in the option agreement; or (ii)
(A) ninety (90) days from the date of termination if
termination was caused by other than the death or disability
(as defined in Section 22(e)(3) of the Internal Revenue Code)
of such Optionee or (B) twelve (12) months from the date of
termination if termination was caused by death or disability
of Optionee.
4
5
- Any option granted to an Optionee under this
Article Two and exercisable in whole or in part on the date of
the Optionee's death may be subsequently exercised, by the
personal representative of the Optionee's estate or by the
person or persons to whom the option is transferred pursuant
to the Optionee's will or in accordance with the laws of
descent and distribution, provided and only if such exercise
occurs prior to the earlier of (i) the first anniversary of
the date of the Optionee's death or (ii) the specified
expiration date of the option term. Upon the occurrence of
the earlier event, the option shall terminate and cease to be
exercisable.
- Under no circumstances, however, shall any
such option be exercisable after the specified expiration date
of the option term.
- During the limited post-Service period of
exercisability, the option may not be exercised for more than
the number of shares for which the option is exercisable on
the date the Optionee's Service terminates. Upon the
expiration of such limited exercise period or (if earlier)
upon the expiration of the option term, the option shall
terminate and cease to be exercisable.
(ii) The Plan Administrator shall have complete
discretion, exercisable either at the time the option is granted or at any time
while the option remains outstanding, to permit one or more options held by the
Optionee under this Article Two to be exercised, during the limited period of
exercisability provided under subparagraph (i) above, not only with respect to
the number of shares for which each such option is exercisable at the time of
the Optionee's cessation of Service but also with respect to one or more
subsequent installments of purchasable shares for which the option would
otherwise have become exercisable had such cessation of Service not occurred.
(iii) For purposes of the foregoing provisions of this Section
I.C of Article Two (and for all other purposes under the Plan):
- The Optionee shall (except to the extent
otherwise specifically provided in the applicable option or
issuance agreement) be deemed to remain in the Service of the
Corporation for so long as such individual renders services on
a periodic basis to the Corporation (or any parent or
subsidiary corporation) in the capacity of an Employee, a
non-employee member of the Board or an independent consultant
or advisor.
- The Optionee shall be considered to be an
Employee for so long as he or she remains in the employ of the
Corporation or one or more parent or subsidiary corporations,
subject to the control and direction of the employer entity
not only as to the work to be performed but also as to the
manner and method of performance.
II. INCENTIVE OPTIONS
The terms and conditions specified below shall be applicable
to all Incentive Options granted under this Article Two. Incentive Options may
only be granted to individuals who are Employees of the Corporation. Options
which are specifically designated as "non-statutory" options when issued under
the Plan shall not be subject to such terms and conditions.
A. OPTION PRICE. The option price per share of any
share of Common Stock subject to an Incentive Option shall in no event be less
than one hundred percent (100%) of the fair market value of such share of
Common Stock on the grant date.
5
6
B. DOLLAR LIMITATION. The aggregate fair market value
(determined as of the respective date or dates of grant) of the Common Stock
for which one or more options granted to any Employee after December 31, 1986
under this Plan (or any other option plan of the Corporation or its parent or
subsidiary corporations) may for the first time become exercisable as incentive
stock options under the Federal tax laws during any one calendar year shall not
exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the
Employee holds two or more such options which become exercisable for the first
time in the same calendar year, the foregoing limitation on the exercisability
of such options as Incentive Options under the Federal tax laws shall be
applied on the basis of the order in which such options are granted.
C. Except as modified by the preceding provisions of
this Section II, all the provisions of the Plan shall apply to all Incentive
Options granted hereunder.
III. CANCELLATION AND REGRANT OF OPTIONS
The Plan Administrator shall have the authority to effect, at
any time and from time to time, with the consent of the affected Optionees, the
cancellation of any or all outstanding options under this Article Two
(including outstanding options under the Predecessor Plans incorporated into
this Plan) and to grant in substitution new options under this Article Two
covering the same or different numbers of shares of Common Stock but having an
option price for each share which is not less than one hundred percent (100%)
of the fair market value of such share on the new grant date.
IV. EXTENSION OF EXERCISE PERIOD
The Plan Administrator shall have full power and authority to
extend the period of time for which any option granted under this Article Two
is to remain exercisable following the Optionee's cessation of Service or death
from the limited period in effect under Section I.C.(i) of this Article Two to
such greater period of time as the Plan Administrator shall deem appropriate;
provided, however, that in no event shall such option be exercisable after the
specified expiration date of the option term.
ARTICLE THREE
MISCELLANEOUS
I. CORPORATE TRANSACTION/CHANGE IN CONTROL
A. Each outstanding option which is assumed in
connection with a Corporate Transaction or is otherwise to continue in effect
following a Corporate Transaction (as defined below) shall be appropriately
adjusted, immediately after such Corporate Transaction, to apply and pertain to
the number and class of securities which would be issuable, in consummation of
such Corporate Transaction, to an actual holder of the same number of shares of
Common Stock as are subject to such option immediately prior to such Corporate
Transaction, and appropriate adjustments shall also be made to the option price
payable per share, provided the aggregate option price payable for such
securities shall remain the same. Appropriate adjustments shall also be made
to the class and number of securities available for issuance under the Plan
following the consummation of such Corporate Transaction.
B. In the event of any Corporate Transaction (as defined
below) the exercisability of each option grant at the time outstanding under
this Plan which is not continued under paragraph A hereof shall automatically
accelerate so that each such option shall, immediately prior to the specified
effective date for the Corporate Transaction, become fully exercisable with
respect to the total number of shares of Common Stock at the time subject to
such option and may be exercised for all or any portion of such shares. Upon
the consummation of the Corporate Transaction, all
6
7
option grants under this Plan shall terminate and cease to be outstanding. The
Plan Administrator may, in its discretion, extend the provisions of this
Paragraph B to options outstanding under the Predecessor Plans.
C. A Corporate Transaction means:
(i) a merger or consolidation in which the
Corporation is not the surviving entity, except for a
transaction the principal purpose of which is to change the
State of the Corporation's incorporation,
(ii) the sale, transfer or disposition of all or
substantially all of the assets of the Corporation in
liquidation or dissolution of the Corporation, or
(iii) any reverse merger in which the Corporation
is the surviving entity but in which the holders of securities
possessing more than fifty percent (50%) of the total combined
voting power of the Corporation's outstanding securities (as
measured immediately prior to such merger) transfer ownership
of those securities to person or persons not otherwise part of
the transferor group.
D. Except as otherwise provided by the Plan
Administrator in agreements governing the grant of options, in connection with
any Change in Control of the Corporation, the exercisability of each option
grant at the time outstanding under this Plan shall automatically accelerate so
that each such option shall, immediately prior to the specified effective date
for the Change in Control, become fully exercisable with respect to the total
number of shares of Common Stock at the time subject to such option and may be
exercised for all or any portion of such shares. Similarly, all unvested
shares issued under the Plan shall automatically vest immediately prior to the
effective date of the Change in Control. For purposes of this Article Three, a
Change in Control shall be deemed to occur in the event:
(i) any person or related group of persons (other
than the Corporation or a person that directly or indirectly controls,
is controlled by, or is under common control with, the Corporation)
directly or indirectly acquires beneficial ownership (within the
meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as
amended) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Corporation's outstanding
securities pursuant to a tender or exchange offer made directly to the
Corporation's shareholders which the Board does not recommend such
shareholders to accept; or
(ii) there is a change in the composition of the
Board over a period of twenty-four (24) consecutive months or less such that a
majority of the Board members (rounded up to the next whole number) cease, by
reason of one or more proxy contests for the election of Board members, to be
comprised of individuals who either (A) have been Board members continuously
since the beginning of such period or (B) have been elected or nominated for
election as Board members during such period by at least a majority of the
Board members described in clause (A) who were still in office at the time such
election or nomination was approved by the Board.
The provisions of this Paragraph D shall apply to option grants and/or
stock issuances under the Predecessor Plans only to the extent expressly
extended thereto by the Plan Administrator.
II. DEFINITIONS OF FAIR MARKET VALUE
The fair market value of a share of Common Stock shall be
determined in accordance with the following provisions:
- If shares of the Class of Common Stock to be
valued are not at the time listed or admitted to trading on
any national stock exchange but is traded on the NASDAQ
National Market System, the fair market value shall be the
closing selling price per share of a share of that class on
the
7
8
date in question, as such price is reported by the National
Association of Securities Dealers through the NASDAQ National
Market System or any successor system. If there is no
reported closing selling price for the series on the date in
question, then the closing selling price on the last preceding
date for which such quotation exists shall be determinative of
fair market value.
- If shares of the class of common stock to be
valued are at the time listed or admitted to trading on any
national stock exchange, then the fair market value of a share
of that class shall be the closing selling price per share on
the date in question on the stock exchange determined by the
Plan Administrator to be the primary market for the Common
Stock, as such price is officially quoted in the composite
tape of transactions on such exchange. If there is no
reported sale of a share of the class on such exchange on the
date in question, then the fair market value shall be the
closing selling price on the exchange on the last preceding
date for which such quotation exists.
- If shares of the series of common stock to be
valued at the time are neither listed nor admitted to trading
on any stock exchange nor traded on the NASDAQ National Market
System, then the fair market value shall be determined by the
Plan Administrator after taking into account such factors as
the Plan Administrator shall deem appropriate, which may
include independent professional appraisals, in a manner
consistent with the provisions of Section 260.140.50 of the
Rules of the California Corporations Commissioner.
III. TAX WITHHOLDING
A. The Company's obligation to deliver shares or cash
upon the exercise of stock options granted under the Plan shall be subject to
the satisfaction of all applicable Federal, State and local income and
employment tax withholding requirements.
B. The Plan Administrator may, in its discretion and
upon such terms and conditions as it may deem appropriate (including the
applicable safe-harbor provisions of SEC Rule 16b-3) provide any or all holders
of outstanding option grants under the Plan with the election to have the
Company withhold, from the shares of Common Stock otherwise issuable upon the
exercise of such options, a portion of such shares with an aggregate fair
market value equal to the designated percentage (up to 100% as specified by the
optionee) of the Federal and State income taxes ("Taxes") incurred in
connection with the acquisition of such shares. In lieu of such direct
withholding, one or more option holders may also be granted the right to
deliver shares of Common Stock to the Company in satisfaction of such Taxes.
The withheld or delivered shares shall be valued at the Fair Market Value on
the applicable determination date for such Taxes or such other date required by
the applicable safe-harbor provisions of SEC Rule 16b-3.
IV. AMENDMENT OF THE PLAN AND AWARDS
A. Except as herein provided, the Board has complete and
exclusive power and authority to amend or modify the Plan (or any component
thereof) in any or all respects whatsoever. No amendment or modification may
adversely affect the rights and obligations of an Optionee with respect to
options at the time outstanding under the Plan, nor adversely affect the rights
of any Participant with respect to Common Stock issued under the Plan prior to
such action, unless the Optionee consents to such amendment. In addition, the
Board may not, without the approval of the Corporation's shareholders, amend
the Plan to (i) materially increase the maximum number of shares issuable under
the Plan (except for permissible adjustments under Article One, Section V) or
(ii) materially modify the eligibility requirements for participation in the
Plan or materially increase the benefits accruing to Optionees or Participants
under the Plan.
8
9
B. Options to purchase shares of Common Stock may be
granted under the Plan in excess of the number of shares then available for
issuance under the Plan, provided shareholder approval is obtained for a
sufficient increase in the number of shares available for issuance under the
Plan within twelve (12) months after the date the first such excess option
grants are made.
V. EFFECTIVE DATE AND TERM OF PLAN
A. This Plan, as successor to the Company's Predecessor
Plans, shall become effective as of the Effective Date, and no further option
grants shall be made under the Predecessor Plans from and after such Effective
Date. If shareholder approval of this Plan is not obtained within twelve
months after the Effective Date, then each option granted under this Plan shall
terminate without ever becoming exercisable for the option shares and all
shares issued hereunder shall be repurchased by the Corporation at the purchase
price paid, together with interest (at the applicable Short Term Federal Rate).
However, in the event such shareholder approval is not obtained, the
Predecessor Plans shall continue in effect in accordance with the terms and
provisions last approved by the Corporation's shareholders, and all outstanding
options under the Predecessor Plans shall remain in full force and effect in
accordance with the instruments evidencing such options and issuances.
B. Each outstanding option issued under the Predecessor
Plans immediately prior to the Effective Date of this Plan are hereby
incorporated into this Plan and shall accordingly be treated as an outstanding
option or share issuance under this Plan. However, each such option or share
issuance shall continue to be governed solely by the terms and conditions of
the instrument evidencing such grant or issuance, and except as otherwise
expressly provided in this Plan, no provision of this Plan shall affect or
otherwise modify the rights or obligations of the holders of such options or
shares with respect to their acquisition of shares of Common Stock, or
otherwise modify the rights or obligations of the holders of such options or
shares.
C. The sale and remittance procedure authorized for the
exercise of outstanding options under this Plan shall be available for all
options granted under this Plan on or after the Effective Date and for all
non-statutory options outstanding under the Option Plan and incorporated into
this Plan. The Plan Administrator may also allow such procedure to be utilized
in connection with one or more disqualifying dispositions of Incentive Option
shares effected after the Effective Date, whether such Incentive Options were
granted under this Plan or Predecessor Plans.
D. The Plan shall terminate upon the earlier of (i) the
tenth anniversary of the Effective Date or (ii) the date on which all shares
available for issuance under the Plan shall have been issued or cancelled
pursuant to the exercise, surrender or cash-out of the options granted under
the Plan. If the date of termination is determined under clause (i) above,
then all option grants outstanding on such date shall thereafter continue to
have force and effect in accordance with the provisions of the instruments
evidencing such grants.
VI. USE OF PROCEEDS
Cash proceeds received by the Company from the sale of shares
under the Plan shall be used for general corporate purposes.
VII. REGULATORY APPROVALS
A. The implementation of the Plan, the granting of any
option under the Plan, and the issuance of Common Stock upon the exercise or
surrender of the option grants made hereunder shall be subject to the
Corporation's procurement of all approvals and permits required by regulatory
authorities having jurisdiction over the Plan, the options granted under it,
and the Common Stock issued pursuant to it.
9
10
B. No shares of Common Stock or other assets shall be
issued or delivered under this Plan unless and until there shall have been
compliance with all applicable requirements of Federal and State securities
laws, including the filing and effectiveness of the Form S-8 registration
statement for the shares of Common Stock issuable under the Plan, and all
applicable listing requirements of any securities exchange on which stock of
the same class is then listed.
VIII. NO EMPLOYMENT/SERVICE RIGHTS
Neither the action of the Corporation in establishing the
Plan, nor any action taken by the Plan Administrator hereunder, nor any
provision of the Plan shall be construed so as to grant any individual the
right to remain in the employ or service of the Corporation (or any parent or
subsidiary corporation) for any period of specific duration, and the
Corporation (or any parent or subsidiary corporation retaining the services of
such individual) may terminate such individual's employment or service at any
time and for any reason, with or without cause.
IX. MISCELLANEOUS PROVISIONS
A. The right to acquire Common Stock or other assets
under the Plan may not be assigned, encumbered or otherwise transferred by any
Optionee or Participant.
B. The provisions of the Plan shall inure to the benefit
of, and be binding upon, the Corporation and its successors or assigns, whether
by Corporate Transaction or otherwise, and the Participants and Optionees, the
legal representatives of their respective estates, their respective heirs or
legatees and their permitted assignees.
10