Exhibit 4.1
CALIFORNIA MICRO DEVICES CORPORATION
1995 EMPLOYEE STOCK OPTION PLAN
AMENDED AS OF JULY 26, 1996, AMENDED AS OF JULY 18, 1997,
AMENDED AS OF AUGUST 7, 1998, AMENDED AS OF AUGUST 1, 2000,
AND AMENDED AS OF AUGUST 7, 2001
1. PURPOSE.
The purpose of the CALIFORNIA MICRO DEVICES CORPORATION 1995 Employee
Stock Option Plan (the "Plan") is to advance the interests of the Corporation
and its shareholders by providing a means by which the Corporation and its
Subsidiaries shall be able to attract and retain qualified employees and
consultants.
2. DEFINITIONS.
(a) "Affiliate" shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations that includes the Corporation if each of
such corporations, other than the last corporation in the chain, owns at least
50% of the total voting power of one of the other corporations.
(b) "Affiliated Group" shall mean an affiliated group of corporations,
as defined in Code Section 1504, which includes the Corporation.
(c) "Board" shall mean the Board of Directors of the Corporation.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(e) "Committee" shall mean the committee appointed by the Board, in
accordance with Section 3(a) hereof, to administer the Plan.
(f) "Common Stock" shall mean the voting common stock of the
Corporation.
(g) "Consultant" shall mean any person who, or any employee of any firm
which, is engaged by the Company or any Affiliate to render consulting services.
(h) "Corporation" shall mean CALIFORNIA MICRO DEVICES CORPORATION, a
California corporation.
(i) "Effective Date" shall mean February 10, 1995.
(j) "Employee" shall mean any individual who is employed, within the
meaning of Section 3401 of the Code and the regulations thereunder, by the
Corporation or by any Affiliate. For purposes of the Plan and only for purposes
of the Plan, and in regard to Nonstatutory Stock Options but not for Incentive
Stock Options, a Consultant of the Corporation or any Affiliate shall be deemed
to be an Employee, and service as a Consultant with the Corporation or any
Affiliate shall be deemed to be employment, but no Incentive Stock Option shall
be granted to a Consultant who is not an employee of the Corporation or any
Affiliate within the meaning of Section 3401 of the Code and the regulations
thereunder. In the case of a Consultant, the provisions governing when a
termination of employment has occurred for purposes of the Plan shall be set
forth in the written stock option agreement between the Optionee and the
corporation, or, if not so set forth, the Committee shall have the discretion to
determine when a termination of "employment" has occurred for purposes of the
Plan.
(k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
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(l) "Exercise Price" shall mean the price per Share at which an Option
may be exercised, as determined by the Committee and as specified in the
Optionee's stock option agreement.
(m) "Fair Market Value" shall mean the value of one Share of Common
Stock, determined as follows: (i) if the Shares are traded on an exchange or on
the NASDAQ National Market System, the reported "closing price" on the date of
valuation or if no trading occurred on such date, the next preceding day on
which trading occurred; (ii) if the Shares are traded over-the-counter on the
NASDAQ System (other than on the NASDAQ National Market System), the mean
between the bid and the ask prices on said System at the close of business on
the date of valuation or if no trading occurred on such date, the next preceding
day on which trading occurred; and (iii) if neither (i) nor (ii) applies, the
fair market value as determined by the Committee in good faith. Such
determination shall be conclusive and binding on all persons.
(n) "Incentive Stock Option" shall mean an Option of the type described
in Section 422(b) of the Code.
(o) "Nonstatutory Stock Option" shall mean an Option of the type not
described in Section 422(b) or 423(b) of the Code.
(p) "Option" shall mean an option to purchase Common Stock granted
pursuant to the Plan.
(q) "Optionee" shall mean any person who holds an Option pursuant to
the Plan.
(r) "Outside Director" shall mean a non-employee member of the Board
who (1) is not a current employee of any member of the Affiliated Group; (2)
does not receive compensation for prior services (other than benefits under a
tax-qualified retirement plan) from any member of the Affiliated Group during a
taxable year in which he or she serves on the Committee; (3) has never been an
officer of any member of the Affiliated Group; and (4) does not receive
remuneration from any member of the Affiliated Group, either directly or
indirectly, in any capacity other than as a director.
(s) "Plan" shall mean this stock option plan as it may be amended from
time to time.
(t) "Purchase Price" shall mean at any particular time the Exercise
Price times the number of Shares for which an Option is being exercised.
(u) "Share" shall mean one share of authorized Common Stock.
3. ADMINISTRATION.
(a) The Committee.
The Plan shall be administered by a Committee of Outside Directors
which shall consist of not less than two members, who during the one year prior
to service as an administrator of the Plan, shall not have been granted or
awarded equity securities pursuant to the Plan or any other plan of the
Corporation or any of its Affiliates except as permitted under Rule 16b-3 under
the Exchange Act. The Board may from time to time designate individuals as
ineligible to participate in the Plan for a specified period in order to become
eligible to be a member of the Committee.
(b) Powers of the Committee.
Subject to the provisions of the Plan, the Committee shall have the
authority, in its discretion and on behalf of the Corporation:
(i) to grant Options;
(ii) to determine the Exercise Price per Share of Options to
be granted;
(iii) to determine the Employees to whom, and the time or
times at which, Options shall be granted and the number of Shares for which an
Option will be exercisable;
(iv) to interpret the Plan;
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(v) to prescribe, amend, and rescind rules and regulations
relating to the Plan;
(vi) to determine the terms and provisions of each Option
granted and, with the consent of the holder thereof, modify or amend each
Option;
(vii) to accelerate or defer, with the consent of the
Optionee, the exercise date of any Option;
(viii) to authorize any person to execute on behalf of the
Corporation any instrument required to effectuate the grant of an Option
previously granted by the Committee;
(ix) with the consent of the Optionee, to reprice, cancel and
regrant, or otherwise adjust the Exercise Price of an Option previously granted
by the Committee; and
(x) to make all other determinations deemed necessary or
advisable for the administration of the Plan.
(c) Board's Determination of Fair Market Value.
The Board shall have the authority to determine, upon review of
relevant information, the Fair Market Value of the Common Stock, subject to the
provisions of the Plan and irrespective of whether the Board has appointed a
Committee to administer the Plan. The Board may delegate this authority to the
Committee.
(d) Committee's Interpretation of the Plan.
The interpretation and construction by the Committee of any provision
of the Plan or of any Option granted hereunder shall be final and binding on all
parties claiming an interest in an Option granted under the Plan. No member of
the Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Option.
4. PARTICIPATION.
(a) Eligibility.
The Optionees shall be such persons as the Committee may select from
among the Employees, provided that Consultants are not eligible to receive
Incentive Stock Options. Non-employee members of the Board are not eligible for
grants of Options.
(b) Ten Percent Shareholders.
Any Employee who owns Stock possessing more than 10% of the total
combined voting power of all classes of outstanding stock of the Corporation or
any Affiliate shall not be eligible to receive an Option unless:
(i) the Exercise Price of the Shares subject to such Option
when granted is at least 110% of the Fair Market Value of such Shares, and
(ii) such Option by its terms is not exercisable after the
expiration of five years from the date of grant.
(c) Stock Ownership.
For purposes of Paragraph 4(b), in determining stock ownership, an
Employee shall be considered as owning the stock owned, directly or indirectly,
by or for his or her brothers and sisters, spouse, ancestors, and lineal
descendants. Stock owned, directly or indirectly, by or for a corporation,
partnership, estate, or trust shall be considered as being owned proportionately
by or for its shareholders, partners, or beneficiaries, respectively. Stock with
respect to which such Employee or any other person holds an option shall be
disregarded.
(d) Outstanding Stock.
For purposes of Section 4(b), the term "outstanding stock" shall
include all stock actually issued and outstanding immediately after the grant of
the Option to the Optionee but shall not include any share for which an Option
is exercisable by any person.
5. STOCK.
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(a) Shares Subject to This Plan.
The aggregate number of Shares which may be issued upon exercise of
Options under the Plan shall not exceed three million six hundred fifty-five
thousand (3,655,000), subject to adjustment pursuant to Section 9 hereof.
(b) Options Not to Exceed Shares Available.
The number of Shares for which an Option is exercisable at any time
shall not exceed the number of Shares remaining available for issuance under the
Plan. If any Option expires or is terminated, the number of Shares for which
such Option was exercisable may be made exercisable pursuant to other Options
under the Plan. The limitations established by this Section 5(b) shall be
subject to adjustment in the manner provided in Section 9 hereof upon the
occurrence of an event specified therein.
(c) Limitation on Grants.
No person shall be granted in any one fiscal year options for more than
500,000 Shares.
6. TERMS AND CONDITIONS OF OPTIONS.
(a) Stock Option Agreements.
Options shall be evidenced by written stock option agreements between
the Optionee and the Corporation in such form as the Committee shall from time
to time determine. No Option or purported Option shall be a valid and binding
obligation of the Corporation unless so evidenced in writing.
(b) Number of Shares.
Each stock option agreement shall state the number of Shares for which
the Option is exercisable and shall provide for the adjustment thereof in
accordance with Section 9 hereof.
(c) Vesting.
An Optionee may not exercise his or her Option for any Shares until the
Option, in regard to such Shares, has vested. Each stock option agreement shall
include a vesting schedule which shall show when the Option becomes exercisable.
The vesting schedule shall not impose upon the Corporation or any Affiliate any
obligation to retain the Optionee in its employ or under contract for any period
or otherwise change the employment-at-will status of an Optionee who is an
employee of the Corporation or any Affiliate.
(d) Lapse of Options.
Each stock option agreement shall state the time or times when the
Option covered thereby lapses and becomes unexercisable in part or in full. An
Option shall lapse on the earliest of the following events (unless otherwise
determined by the Committee and reflected in an option agreement):
(i) The tenth anniversary of the date of granting the Option;
(ii) The first anniversary of the Optionee's death;
(iii) The first anniversary of the date the Optionee ceases to
be an Employee due to total and permanent disability, within the meaning of
Section 22(e)(3) of the Code;
(iv) On the date provided in Section 6(h)(i), unless with
respect to a Nonstatutory Stock Option, the Committee otherwise extends such
period before the applicable expiration date;
(v) On the date provided in Section 9 for a transaction
described in such Section;
(vi) The date the Optionee files or has filed against him or
her a petition in bankruptcy; or
(vii) The expiration date specified in an Optionee's stock
option agreement.
(e) Exercise Price.
Each stock option agreement shall state the Exercise Price for the
Shares for which the Option is exercisable. Subject to Section 4(b), the
Exercise Price of an Incentive Stock Option and a Nonstatutory Stock Option
shall, when granted, be not less than 100% and 85% of the Fair Market Value of
the Shares for which the Option is exercisable, respectively, and not less than
the par value of the Shares.
(f) Medium and Time of Payment.
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The Purchase Price shall be payable in full in cash upon the exercise
of an Option but the Committee may allow the Optionee to pay the Purchase Price:
(i) by surrendering Shares in good form for transfer, owned by
the Optionee and having a Fair Market Value on the date of exercise equal to the
Purchase Price;
(ii) by delivery of a full recourse promissory note ("Note")
made by the Optionee in the amount of the Purchase Price, bearing interest,
compounded semiannually, at a rate not less than the rate determined under
Section 7872 of the Code to insure that no "foregone interest", as defined in
such section, will accrue, together with the delivery of a duly executed
standard form security agreement securing the Note by a pledge of the Shares
purchased; or
(iii) in any combination of such consideration or such other
consideration and method of payment for the issuance of Shares to the extent
permitted under applicable law Code as long as the sum of the cash so paid, the
Fair Market Value of the Shares so surrendered, and the amount of any Note
equals the Purchase Price.
The Committee or a stock option agreement may prescribe requirements
with respect to the exercise of Options, including the submission by the
Optionee of such forms and documents as the Committee may require and, the
delivery by the Optionee of cash sufficient to satisfy applicable withholding
requirements. The Committee may vary the exercise requirements and procedures
from time to time to facilitate, for example, the broker-assisted exercise of
Options.
(g) Nontransferability of Options.
During the lifetime of the Optionee, the Option shall be exercisable
only by the Optionee or the Optionee's conservator or legal representative and
shall not be assignable or transferable except pursuant to a qualified domestic
relations order as defined by the Code. In the event of the Optionee's death,
the Option shall not be transferable by the Optionee other than by will or the
laws of descent and distribution.
(h) Termination of Employment Other than by Death or Disability.
(i) If an Optionee ceases to be an Employee for any reason
other than his or her death or disability, the Optionee shall have the right,
subject to the provisions of this Section 6, to exercise any Option held by the
Optionee at any time within ninety (90) days after his or her termination of
employment, but not beyond the otherwise applicable term of the Option and only
to the extent that on such date of termination of employment the Optionee's
right to exercise such Option had vested.
(ii) For purposes of this Section 6(h), the employment
relationship shall be treated as continuing intact while the Optionee is an
active employee of the Corporation or any Affiliate, or is on military leave,
sick leave, or other bona fide leave of absence to be determined in the sole
discretion of the Committee. The preceding sentence notwithstanding, in the case
of an Incentive Stock Option, employment shall be deemed to terminate on the
date the Optionee ceases active employment with the Corporation or any
Affiliate, unless the Optionee's reemployment rights are guaranteed by statute
or contract.
(i) Death of Optionee.
If an Optionee dies while an Employee, or after ceasing to be an
Employee but during the period while he or she could have exercised an Option
under Section 6(h), any Option granted to the Optionee may be exercised, to the
extent it had vested at the time of death and subject to the Plan, at any time
within 12 months after the Optionee's death, by the executors or administrators
of his or her estate or by any person or persons who acquire the Option by will
or the laws of descent and distribution, but not beyond the otherwise applicable
term of the Option.
(j) Disability of Optionee.
If an Optionee ceases to be an Employee due to becoming totally and
permanently disabled within the meaning of Section 22(e)(3) of the Code, any
Option granted to the Optionee may be exercised to the extent it had vested at
the time of cessation and, subject to the Plan, at any time within 12 months
after the Optionee's termination of employment, but not beyond the otherwise
applicable term of the Option.
(k) Rights as a Shareholder.
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An Optionee, or a transferee of an Optionee, shall have no rights as a
shareholder of the Corporation with respect to any Shares for which his or her
Option is exercisable until the date of the issuance of a stock certificate for
such Shares. No adjustment shall be made for dividends, ordinary or
extraordinary or whether in currency, securities, or other property,
distributions, or other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in Section 9 hereof.
(l) Modification, Extension, and Renewal of Options.
Within the limitations of the Plan, the Committee may modify, extend or
renew outstanding Options or accept the cancellation of outstanding Options for
the granting of new Options in substitution therefor. Notwithstanding the
preceding sentence, no modification of an Option shall, without the consent of
the Optionee, alter or impair any rights or obligations under any Option
previously granted.
(m) Other Provisions.
The stock option agreements authorized under the Plan may contain such
other provisions which are not inconsistent with the terms of the Plan,
including, without limitation, restrictions upon the exercise of the Option, as
the Committee shall deem advisable.
7. $100,000 PER YEAR LIMITATION ON VESTING OF ISOs.
To the extent that the Fair Market Value of Shares (determined for each
Share as of the date of grant of the Option covering such Share) subject to
Options granted under this Plan (or any other plan of the Corporation or any
Affiliate) which are designated as Incentive Stock Options and which become
exercisable by an Optionee for the first time during a single calendar year
exceeds $100,000, the Option(s) (or portion thereof) covering such Shares shall
be recharacterized (to the extent of such excess over $100,000) as a
Nonstatutory Stock Option. In determining which Option(s) shall be treated as
Nonstatutory Stock Options under the preceding sentence, the Options shall be
taken into account in the order granted, with the result that a later granted
Option shall be recharacterized as a Nonstatutory Stock Option prior to such
recharacterization of a previously granted Option.
8. TERM OF PLAN.
Options may be granted pursuant to the Plan until ten years following
the Effective Date, and all Options which are outstanding on such date shall
remain in effect until they are exercised or expire by their terms. The Plan
shall expire for all purposes on the date 20 years following the Effective Date.
9. RECAPITALIZATION, TAKEOVERS, AND LIQUIDATIONS.
(a) Reorganizations.
The number of Shares covered by the Plan, as provided in Section 5
hereof, and the number of Shares for which each Option is exercisable shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from the payment of a Common Stock dividend, a stock split, a
reverse stock split or any other event which results in an increase or decrease
in the number of issued Shares effected without receipt of consideration by the
Corporation, and the Exercise Price shall be proportionately increased in the
event the number of Shares subject to such Option are decreased and shall be
proportionately decreased in the event the number of Shares subject to such
Option are increased. For the purposes of this paragraph, conversion of any
convertible securities of the Corporation shall not be deemed to have been
"effected without receipt of consideration." Adjustments shall be made by the
Board, whose determination in that respect shall be final, binding, and
conclusive. Except as expressly provided herein, no issuance by the Corporation
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.
(b) Liquidation.
In the event of the dissolution or liquidation of the Corporation, each
Option shall terminate
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immediately prior to the consummation of such action. The Committee shall notify
the Optionee not less than fifteen (15) days prior to the proposed consummation
of a pending dissolution or liquidation, and the Option shall be exercisable as
to all Shares which are vested prior to expiration until immediately prior to
the consummation of such action.
(c) Merger.
In the event of a merger or acquisition involving an acquisition of the
Corporation or an acquisition by the Corporation of another company, the result
of which is that the outstanding voting securities of the Corporation do not
represent, or are not converted into, a majority of the outstanding voting
securities of the surviving corporation, except as otherwise provided in any
particular Option agreement, the vesting of all unvested Options shall be
accelerated and all options shall be immediately exercisable. Without limiting
the generality of the foregoing, in the event of (i) a proposed merger of the
Corporation with or into another corporation, as a result of which the
Corporation is not the surviving corporation and (ii) the Option is not assumed
or an equivalent option substituted by the successor corporation or a parent or
subsidiary of the successor corporation, then in such case each Option shall
terminate immediately prior to the consummation of such transaction. The
Committee shall notify the Optionee not less than fifteen (15) days prior to the
proposed consummation of such transaction, and the Option shall be exercisable
as to all Shares which are subject to the Option until immediately prior to the
consummation of such transaction.
(d) Determination by Committee.
All adjustments described in this Section 9 shall be made by the
Committee, whose determination shall be conclusive and binding on all persons.
(e) Limitation on Rights of Optionee.
Except as expressly provided in this Section 9, no Optionee shall have
any rights by reason of any payment of any stock dividend, stock split or
reverse stock split or any other increase or decrease in the number of shares of
stock of any class, or by reason of any reorganization, consolidation,
dissolution, liquidation, merger, exchange, split-up or reverse split-up, or
spin-off of assets or stock of another corporation. Any issuance by the
Corporation of Shares, Options or securities convertible into Shares or Options
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number or Exercise Price of the Shares for which an Option is
exercisable. Notwithstanding the foregoing, if the Corporation shall enter into
a transaction affecting the Corporation's capital stock or distributions to the
holders of its capital stock for which a revision in the terms of each Option is
not required pursuant to this Section 9, the Committee shall have the right, but
not the obligation, to revise the terms of each Option in a manner the
Committee, in its sole discretion, deems fair and reasonable given the
transaction involved. If necessary or appropriate in connection with such
transaction, the Committee may declare that any Option shall terminate as of a
date fixed by the Committee and give each Optionee the right to exercise his
Option in whole or in part, including exercise as to Shares to which the Option
would not otherwise be exercisable.
(f) No Restriction on Rights of Corporation.
The grant of an Option shall not affect or restrict in any way the
right or power of the Corporation to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure, or to merge or
consolidate, or to dissolve, liquidate, sell, or transfer all or any part of its
business or assets.
10. SECURITIES LAW REQUIREMENTS.
The Corporation shall not be under any obligation to issue any Shares
upon the exercise of any Option unless and until the Corporation has determined
that: (i) it and the Optionee have taken all actions required to register the
Shares under the Securities Act of 1933, or to perfect an exemption from the
registration requirements thereof; (ii) any applicable listing requirement of
any stock exchange on which the Common Stock is listed has been satisfied; and
(iii) all other applicable provisions of state and Federal law have been
satisfied.
11. EXERCISE OF UNVESTED OPTIONS.
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The Committee may grant any Optionee the right to exercise any Option
prior to the complete vesting of such Option. Without limiting the generality of
the foregoing, the Committee may provide that if an Option is exercised prior to
having completely vested, the Shares issued upon such exercise shall remain
subject to vesting at the same rate as under the Option so exercised and shall
be subject to a right, but not an obligation, of repurchase by the Corporation
with respect to all unvested Shares if the Optionee ceases to be an Employee for
any reason. For the purposes of facilitating the enforcement of any such right
of repurchase, at the request of the Committee, the Optionee shall enter into
the Joint Escrow Instructions with the Corporation and deliver every certificate
for his or her unvested Shares with a stock power executed in blank by the
Optionee and by the Optionee's spouse, if required for transfer.
12. AMENDMENT OF THE PLAN.
The Board or the Committee may, from time to time, terminate, suspend
or discontinue the Plan, in whole or in part, or revise or amend it in any
respect whatsoever including, but not limited to, the adoption of any
amendment(s) deemed necessary or advisable to qualify the Options under rules
and regulations promulgated by the Securities and Exchange Commission with
respect to Employees who are subject to the provisions of Section 16 of the
Securities Exchange Act of 1934, as amended, or to correct any defect or supply
any omission or reconcile any inconsistency in the Plan or in any Option granted
thereunder, without approval of the shareholders of the Corporation, but without
the approval of the Corporation's shareholders, no such revision or amendment
shall:
(i) Increase the number of Shares subject to the Plan, other
than any increase pursuant to Section 9;
(ii) Materially modify the requirements as to eligibility for
participation in the Plan;
(iii) Materially increase the benefits accruing to Optionees
under the Plan;
(iv) Extend the term of the Plan; or
(v) Amend this Section to defeat its purpose.
No amendment, termination, or modification of the Plan shall affect any
Option theretofore granted in any material adverse way without the consent of
the Optionee.
13. APPLICATION OF FUNDS.
The proceeds received by the Corporation from the sale of Common Stock
pursuant to the exercise of an Option shall be used for general corporate
purposes.
14. APPROVAL OF SHAREHOLDERS.
The Plan shall be subject to approval by the affirmative vote of the
holders of a majority of all classes of the outstanding shares present and
entitled to vote at the first meeting of shareholders of the Corporation
following the adoption of the Plan or by written consent, and in no event later
than one (1) year following the Effective Date. Prior to such approval, Options
may be granted but shall not be exercisable. Any amendment described in Section
12 (i) to (iv) shall also be subject to approval by the Corporation's
shareholders.
15 WITHHOLDING OF TAXES.
In the event the Corporation or a Affiliate determines that it is
required to withhold Federal, state, or local taxes in connection with the
exercise of an Option or the disposition of Shares issued pursuant to the
exercise of an Option, the Optionee or any person succeeding to the rights of
the Optionee, as a condition to such exercise or disposition, may be required to
make arrangements satisfactory to the Corporation or the Affiliate to enable it
to satisfy such withholding requirements.
16 RIGHTS AS AN EMPLOYEE.
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Neither the Plan nor any Option granted pursuant thereto shall be
construed to give any person the right to remain in the employ of the
Corporation or any Affiliate, or to affect the right of the Corporation or any
Affiliate to terminate such individual's employment at any time with or without
cause. The grant of an Option shall not entitle the Optionee to, or disqualify
the Optionee from, participation in the grant of any other Option under the Plan
or participation in any other benefit plan maintained by the Corporation or any
Affiliate.
17 DISAVOWAL OF REPRESENTATIONS, UNDERTAKINGS OR CREATION OF IMPLIED RIGHTS.
In adopting and maintaining this Plan and granting options hereunder,
neither the Corporation nor any Affiliate makes any representations or
undertakings with respect to the initial qualification or treatment of Options
under federal or state tax or securities laws. The Corporation and each
Affiliate expressly disavows the creation of any rights in Employees, Optionees,
or beneficiaries of any obligations on the part of the Corporation, any
Affiliate or the Committee, except as expressly provided herein.
18. INSPECTION OF RECORDS.
Copies of the Plan, records reflecting each Optionee's Option, and any
other documents and records which an Optionee is entitled by law to inspect
shall be open to inspection by the Optionee and his or her duly authorized
representative at the office of the Committee at any reasonable business hour.
19. INFORMATION TO OPTIONEES.
Each Optionee shall be provided with such information regarding the
Corporation as the Committee from time to time deems necessary or appropriate;
provided however, that each Optionee shall at all times be provided with such
information as is required to be provided from time to time pursuant to
applicable regulatory requirements, including, but not limited to, any
applicable requirements of the Securities and Exchange Commission, the
California Department of Corporations and other state securities agencies.
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