EXHIBIT 10.2
EPICEPT CORPORATION
1995 STOCK OPTION PLAN
(AS AMENDED THROUGH JUNE 6, 2002)
1. PURPOSE.
The purpose of this 1995 Stock Option Plan, as amended and/or restated
(the "Plan"), is to secure to EpiCept Corporation (the "Company") and its
shareholders the benefits arising from capital stock ownership by employees,
officers, directors, consultants and advisors of the Company and any subsidiary
corporations, who are expected to contribute to the Company's future growth and
success. Except where the content otherwise requires, the term "Company" shall
include all present and future subsidiaries of the Company as defined in Section
424(f) of the Internal Revenue Code of 1986, as amended or replaced from time to
time (the "Code"). Those provisions of the Plan which make express reference to
Section 422 shall apply only to Incentive Stock Options (as that term is defined
in the Plan).
2. TYPES OF OPTIONS AND ADMINISTRATION.
(a) TYPES OF OPTIONS. Options granted pursuant to the Plan shall be
authorized by action of the Board of Directors of the Company (or a Committee
designated by the Board of Directors) and may be either incentive stock options
("Incentive Stock Options") meeting the requirements of Section 422 of the Code
or non-statutory options which are not intended to meet the requirements of
Section 422 of the Code.
(b) ADMINISTRATION. The Plan will be administered by a committee (the
"Committee") appointed by the Board of Directors of the Company ("Board"), whose
construction and interpretation of the terms and provisions of the Plan shall be
final and conclusive. The delegation of powers to the Committee shall be
consistent with applicable laws or regulations (including, without limitation,
applicable state law and Rule 1 6b-3 promulgated under the Securities Exchange
Act of 1934 (the "Exchange Act"), or any successor rule ("Rule l6b-3"). In the
event that the Committee is unable or unavailable to perform its duties and
responsibilities under the Plan, the Board shall assume and perform all such
duties and responsibilities of the Committee hereunder until such time as the
Committee is able to resume performing its duties and responsibilities
hereunder. Subject to certain provisions throughout the Plan, the Committee may
in its sole discretion grant options to purchase shares of the Company's Common
Stock, $.0001 par value per share ("Common Stock"), and issue shares of Common
Stock upon exercise of such options as provided in the Plan. The Committee shall
have the authority, subject to the express provisions of the Plan to: (i)
construe the respective option agreements and the Plan; (ii) to prescribe, amend
and rescind rules and regulations relating to the Plan; (iii) to determine the
terms and provisions of the respective option agreements, which need not be
identical; and (iv) to make all other determinations in the
judgement of the Committee necessary or desirable for the administration of the
Plan. The Committee may correct any defect or supply any omission or reconcile
any inconsistency in the Plan or in any option agreement in the manner and to
the extent it shall deem expedient to carry the Plan into effect and it shall be
the sole and final judge of such expediency. No director or person acting
pursuant to authority delegated by the Board shall be liable for any action or
determination under the Plan made in good faith. Subject to adjustment as
provided in Section 15 below, the aggregate number of shares of Common Stock
that may be subject to options granted to any person in a calendar year shall
not exceed Three Hundred and Fifty Thousand (350,000) shares of Common Stock.
(c) APPLICABILITY OF RULE 16b-3 AND SECTION 162(m). Except for Section 25
hereof, those provisions of the Plan which make express reference to Rule 16b-3
and Section 162(m) of the Code shall apply to the Company only at such time as
the Company's Common Stock is registered under the Exchange Act, and then only
to such persons as are required to file reports under Section 16(a) of the
Exchange Act (a "Reporting Person").
3. ELIGIBILITY.
(a) GENERAL. Options may be granted to persons who are, at the time of
grant, employees, officers, directors, consultants or advisors of the Company or
any of its majority-controlled subsidiaries; provided, however, that Incentive
Stock Options may only be granted to individuals who are employees of the
Company or any of its majority-controlled subsidiaries. A person who has been
granted an option may, if he or she is otherwise eligible, be granted additional
options if the Committee shall so determine.
(b) GRANT OF OPTIONS TO REPORTING PERSONS. From and after the registration
of the Common Stock of the Company under the Exchange Act, the selection of a
director or an officer who is a Reporting Person (as the terms "director" and
"officer" are defined for purposes of Rule 16b-3) as a recipient of an option,
the timing of the option grant, the exercise price of the option and the number
of shares subject to the option shall be determined (i) by the Committee, each
of which members shall be a "non-employee director" (as hereinafter defined) or
(ii) by a committee consisting of two or more directors having full authority to
act in the matter, each of whom shall be a "non-employee director". For the
purposes of the Plan a director shall be deemed to be a "non-employee director"
only if such person qualifies as a "non-employee director" within the meaning of
Rule 16b-3, as such term is interpreted from time to time. In addition, to the
extent reasonably practicable, each member of the Committee (or the committee of
directors described in clause (ii) above) shall be an "outside director" as
defined in the regulations under Section 162(m) of the Code.
4. STOCK SUBJECT TO THE PLAN.
The stock subject to options granted under the Plan shall be shares of
authorized but unissued or reacquired Common Stock. Subject to adjustment as
provided in Section 15 below, the maximum number of shares of Common Stock of
the Company that may be issued and sold under the Plan is 3,188,320. If an
option granted under the Plan shall
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expire, terminate or is canceled for any reason without having been exercised in
full, the unpurchased shares subject to such option shall again be available for
subsequent option grants under the Plan.
5. FORMS OF OPTION AGREEMENTS.
As a condition to the grant of an option under the Plan, each recipient of
an option shall execute an option agreement in such form not inconsistent with
the Plan as may be approved by the Board. Such option agreements may differ
among option recipients.
6. PURCHASE PRICE.
(a) GENERAL. The purchase price per share of stock deliverable upon the
exercise of an option shall be determined by the Committee at the time of grant
of such option; provided, however, that in the case of an Incentive Stock
Option, the exercise price shall not be less than 100% of the Fair Market Value
(as hereinafter defined) of such stock, at the time of grant of such option, or
less than 110% of such Fair Market Value in the case of options described in
Section 11(b). "Fair Market Value" of a share of Common Stock of the Company as
of a specified date for the purposes of the Plan shall mean the closing price of
a share of the Common Stock on the principal securities exchange on which such
shares are traded on the day immediately preceding the date as of which Fair
Market Value is being determined, or on the next preceding date on which such
shares are traded if no shares were traded on such immediately preceding day, or
if the shares are not traded on a securities exchange, Fair Market Value shall
be deemed to be the average of the high bid and low asked prices of he shares in
the over the-counter market on the day immediately preceding the date as of
which Fair Market Value is being determined or on the next preceding date an
which such high bid and low asked prices were recorded. If the shares are not
publicly traded, Fair Market Value of a share of Common Stock (including, in the
case of any repurchase of shares, any distributions with respect thereto which
would be repurchased with the shares) shall be determined in good faith by the
Committee.
(b) PAYMENT OF PURCHASE PRICE. Options granted under the Plan may provide
for the payment of the exercise price by delivery of cash or a check to the
order of the Company in an amount equal to the exercise price of such options,
or by any other means which the Committee determines are consistent with the
purpose of the Plan and with applicable laws and regulations (including, without
limitation, the provisions of Rule 1 6b-3 and Regulation T promulgated by the
Federal Reserve Board).
7. OPTION PERIOD.
Subject to earlier termination as provided in the Plan, each option and
all rights thereunder shall expire on such date as determined by the Committee
and set forth in the applicable option agreement, provided, however that such
date shall not be later than (10) ten years after the date on which the option
is granted.
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8. EXERCISE OF OPTIONS.
Each option granted under the Plan shall be exercisable either in full or
in installments at such time or times and during such period as shall be set
forth in the option agreement evidencing such option, subject to the provisions
of the Plan. No option granted to a Reporting Person for purposes of the
Exchange Act, however, shall be exercisable during the first six months after
the date of grant. Subject to the requirements in the immediately preceding
sentence, if an option is not at the time of grant immediately exercisable, the
Committee may (i) in the agreement evidencing such option, provide for the
acceleration of the exercise date or dates of the subject option upon the
occurrence of specified events, and/or (ii) at any time prior to the complete
termination of an option, accelerate the exercise date or dates of such option.
9. NONTRANSFERABILITV OF OPTIONS.
No option granted under the Plan shall be assignable or otherwise
transferable by the optionee except by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined in
the Code or Title I of the Employee Retirement Income Security Act, or the rules
thereunder. Subject to the foregoing, an option may be exercised during the
lifetime of the optionee only by the optionee. In the event an optionee dies
during his employment by the Company or any of its subsidiaries, or during the
three-month period following the date of termination of such employment, his
option shall thereafter be exercisable, during the period specified in the
option agreement, by his executors or administrators to the full extent to which
such option was exercisable by the optionee at the time of his death during the
periods set forth in Section 10 or 11(d).
10. EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP.
Except as provided in Section 11(d) with respect to Incentive Stock
Options, and subject to the provisions of the Plan, an optionee may exercise an
option at any time within three (3) months following the termination of the
optionee's employment or other relationship with the Company or within one (1)
year if such termination was due to the death or disability of the optionee,
but, except in the case of the optionee's death, in no event later than the
expiration date of the Option. If the termination of the optionee's employment
is for cause or is otherwise attributable to a breach by the optionee of an
employment, confidentiality or non-disclosure agreement, the option shall expire
immediately upon such termination. The Committee shall have the power to
determine what constitutes a termination for cause or a breach of an employment,
confidentiality or non-disclosure agreement, whether an optionee has been
terminated for cause or has breached such an agreement, and the date upon which
such termination for cause or breach occurs. Any such determination shall be
final and conclusive and binding upon the optionee.
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11. INCENTIVE STOCK OPTIONS.
Options granted under the Plan which are intended to be Incentive Stock
Options shall be subject to the following additional terms and conditions:
(a) EXPRESS DESIGNATION. All Incentive Stock Options granted under the
Plan shall, at the time of grant, be specifically designated as such in the
option agreement covering such Incentive Stock Options.
(b) 10% SHAREHOLDER. If any employee to whom an Incentive Stock Option is
to be granted under the Plan is, at the time of the grant of such option, the
owner of stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company (after taking into account the attribution
of stock ownership rules of Section 424(d) of the Code), then the following
special provisions shall be applicable to the Incentive Stock Option granted to
such individual:
(i) The purchase price per share of the Common Stock subject to such
Incentive Stock Option shall not be less than 110% of the Fair Market
Value of one share of Common Stock at the time of grant; and
(ii) the option exercise period shall not exceed five (5) years from
the date of grant.
(c) DOLLAR LIMITATION. For so long as the Code shall so provide, options
granted to any employee under the Plan (and any other incentive stock option
plans of the Company) which are intended to constitute Incentive Stock Options
shall not constitute Incentive Stock Options to the extent that such options, in
the aggregate, become exercisable for the first time in any one calendar year
for shares of Common Stock with an aggregate Fair Market Value, as of the
respective date or dates of grant, of more than One Hundred Thousand Dollars
($100,000).
(d) TERMINATION OF EMPLOYMENT. DEATH OR DISABILITY. No Incentive Stock
Option may be exercised unless, at the time of such exercise, the optionee is,
and has been continuously since the date of grant of his or her option employed
by the Company, except that:
(i) an Incentive Stock Option may be exercised within the period of
three months after the date the optionee ceases to be an employee of the
Company (or within such lesser period as may be specified in the
applicable option agreement), provided, that the agreement with respect to
such option may designate a longer exercise period and that the exercise
after such three-month period shall be treated as the exercise of a
non-statutory option under the Plan;
(ii) if the optionee dies while in the employ of the Company, or
within three months after the optionee ceases to be such an employee, the
Incentive Stock Option may be exercised by the person to whom it is
transferred by will or the laws of descent and distribution within the
period of one year after the date of
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death (or within such lesser period as maybe specified in the applicable
option agreement); or
(iii) if the optionee becomes disabled (within the meaning of Section
22(e)(3) of the Code or any successor provisions thereto) while in the
employ of the Company, the Incentive Stock Option may be exercised within
the period of one year after the date the optionee ceases to be such an
employee because of such disability (or within such lesser period as may
be specified in the applicable option agreement).
Notwithstanding the foregoing provisions, no Incentive Stock Option may be
exercised after its expiration date.
12. ADDITIONAL PROVISIONS.
(a) ADDITIONAL OPTION PROVISIONS. The Committee may, in its sole
discretion, include additional provisions in option agreements covering options
granted under the Plan, including without limitation restrictions on transfer,
repurchase rights, rights of first refusal, commitments to pay cash bonuses, to
make, arrange for or guaranty loans or to transfer other property to optionees
upon exercise of options, or such other provisions as shall be determined by the
Committee; provided, however, that such additional provisions shall not be
inconsistent with any other terms or conditions of the Plan and such additional
provisions shall not cause any Incentive Stock Option, granted under the Plan to
fail to qualify as an Incentive Stock Option within the meaning of Section 422
of the Code.
(b) ACCELERATION. EXTENSION. ETC. The Committee may, in its sole
discretion, (i) accelerate the date or dates on which all or any particular
option or options granted under the Plan may be exercised or (ii) extend the
dates during which all, or any particular, option or options granted under the
Plan may be exercised; provided, however, that no such extension shall be
permitted if it would cause the Plan to fail to comply with Section 422 of the
Code or with Rule 16b-3 (if applicable).
13. GENERAL RESTRICTIONS.
(a) INVESTMENT REPRESENTATIONS. The Company may require any person to whom
an option is granted, as a condition of exercising such option, to give written
assurances in substance and form satisfactory to the Company to the effect that
such person is acquiring the Common Stock subject to the option for his or her
own account for investment and not with any present intention of selling or
otherwise distributing the same, and to such other effects as the Company deems
necessary or appropriate in order to comply with federal and applicable state
securities laws, or with covenants or representations made by the Company in
connection with any public offering of its Common Stock.
(b) COMPLIANCE WITH SECURITIES LAW. Each option shall be subject to the
requirement that if, at any time, counsel to the Company shall determine that
the listing, registration or qualification of the shares subject to such option
upon any securities
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exchange or under any state or federal law, or the consent or approval of any
governmental or regulatory body, or that the disclosure of non-public
information or the satisfaction of any other condition is necessary as a
condition of, or in connection with the issuance or purchase of shares
thereunder, such option may not be exercised, in whole or in part, unless such
listing, registration, qualification, consent or approval, or satisfaction of
such condition shall have been effected or obtained on conditions acceptable to
the Board. Nothing herein shall be deemed to require the Company to apply for or
to obtain such listing, registration or qualification, or to satisfy such
condition.
14. RIGHTS AS A SHAREHOLDER.
The holder of an option shall have no rights as a shareholder with respect
to any shares covered by the option (including, without limitation, any rights
to receive dividends or non-cash distributions with respect to such shares)
until, following the exercise of such option, the date of issue of a stock
certificate to him or her for such shares. No adjustment shall be made for
dividends or other rights for which the reward date is prior to the date such
stock certificate is issued.
15. ADJUSTMENT PROVISIONS FOR RECAPITALIZATIONS. REORGANIZATIONS AND RELATED
TRANSACTIONS.
(a) RECAPITALIZATIONS AND RELATED TRANSACTIONS. If through or as a result
of any recapitalization, reclassification, stock dividend, stock split, reverse
stock split or other similar transaction (i) the outstanding shares of Common
Stock are increased, decreased or exchanged for a different number or kind of
shares or other securities of the Company, or (ii) additional shares or new or
different shares or other non-cash assets are distributed with respect to such
shares of Common Stock or other securities, an appropriate and proportionate
adjustment shall be made in (x) the maximum number and kind of shares reserved
for issuance under the Plan, (y) the number and kind of shares or other
securities subject to any then outstanding options under the Plan and (z) the
price for each share subject to any then outstanding options under the Plan,
without changing the aggregate purchase price as to which such options remain
exercisable. Notwithstanding the foregoing, no adjustment shall be made pursuant
to this Section 15 if such adjustment (i) would cause the Plan to fail to comply
with Section 422 of the Code or with Rule 16b-3 or (ii) would be considered as
the adoption of a new plan requiring stockholder approval.
(b) REORGANIZATION, MERGER AND RELATED TRANSACTIONS. If the Company shall
be the surviving corporation in any reorganization, merger or consolidation of
the Company with one or more other corporations, any then outstanding option
granted pursuant to the Plan shall pertain to and apply to the securities to
which a holder of the number of shares of Common Stock subject to such options
would have been entitled immediately following such reorganization, merger, or
consolidation with a corresponding proportionate adjustment of the purchase
price as to which such options may be exercised so that the aggregate purchase
price as to which such option may be exercised shall be the same as the
aggregate purchase price as to which such options may
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be exercised for the shares remaining subject to the options immediately prior
to such reorganization, merger, of coordination.
(c) BOARD AUTHORITY TO MAKE ADJUSTMENTS. Any adjustments under this
Section 15 will be made by the Board, whose determination as to what
adjustments, if any, will be made and the extent thereof will be final, binding
and conclusive. No fractional shares will be issued under the Plan on account of
any such adjustments.
16. MERGER. CONSOLIDATION. ASSET SALE, LIQUIDATION. ETC.
(a) GENERAL. For purposes of the Plan, a "Change of Control Event" shall
mean: (1) a sale of all or substantially all of the assets of the Company; (2) a
merger or consolidation in which the Company is not the surviving corporation;
(3) a reverse merger in which the Company is the surviving corporation but the
shares of the Company's common stock outstanding immediately preceding the
merger are converted by virtue of the merger into other property, whether in the
form of securities, cash or otherwise; or (4) the acquisition by any person,
entity or group within the meaning of Section 13(d) or 14(d) of the Exchange
Act, or any comparable successor provisions (excluding any employee benefit
plan, or related trust, sponsored or maintained by the Company or any affiliate
of the Company) of the beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act, or comparable successor rule) of outstanding
securities of the Company representing at least eighty percent (80%) of the
combined voting power entitled to vote in the election of directors. In the
event of any Change of Control Event whereby any options granted under the Plan
are not converted into shares of common stock or substantially equivalent
securities of the surviving or acquiring company, then any such options shall be
deemed fully exercisable immediately prior to the closing date of the Change of
Control Event. All optionees shall have a period of one (1) month from the
closing date of the Change of Control Event to exercise all options that have
accelerated in vesting pursuant to this Section 16(a).
(b) SUBSTITUTE OPTIONS. The Company may grant options under the Plan in
substitution for options held by employees of another corporation who become
employees of the Company, or a subsidiary of the Company, as the result of a
merger or consolidation of the employing corporation with the Company or a
subsidiary of the Company, or as a result of the acquisition by the Company, or
one of its subsidiaries, of property or stock of the employing corporation. The
Company may direct that substitute options be granted on such terms and
conditions as the Board considers appropriate under the circumstances.
17. NO SPECIAL EMPLOYMENT RIGHTS.
Nothing contained in the Plan or in any option shall confer upon any
optionee any right with respect to the continuation of his or her employment by
the Company or interfere in any way with the right of the Company at any time to
terminate such employment or to increase or decrease the compensation of the
optionee.
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18. OTHER EMPLOYEE BENEFITS.
Except as to plans which by their terms include such amounts as
compensation, the amount of any compensation deemed to be received by an
employee as a result of the exercise of an option or the sale of shares received
upon such exercise will not constitute compensation with respect to which any
other employee benefits of such employee 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.
19. AMENDMENT OF THE PLAN.
(a) The Board may at any time, and from time to time, modify or amend the
Plan in any respect; provided, however, that if at any time the approval of the
shareholders of the Company is required under Section 422 of the Code or any
successor provision with respect to Incentive Stock Options, or under Rule 1
6b-3, the Board may not effect such modification or amendment without such
approval.
(b) The modification or amendment of the Plan shall not, without the
consent of an optionee, affect his or her rights in any materially adverse
manner under an option previously granted to him or her. With the consent of the
optionee affected, the Committee may amend any outstanding option agreement in a
manner not inconsistent with the Plan. The Committee shall have the right to
amend or modify (i) the terms and provisions of the Plan and of any outstanding
Incentive Stock Options granted under the Plan to the extent necessary to
qualify any or all such options for such favorable federal income tax treatment
(including deferral of taxation upon exercise) as may be afforded incentive
stock options under Section 422 of the Code and (ii) the terms and provisions of
the Plan and of any outstanding option to the extent necessary to ensure the
qualification of the Plan under Rule l6b-3.
20. WITHHOLDING.
(a) The Company shall have the right to deduct from payments of any kind
otherwise due to the optionee any federal, state or local taxes of any kind
required by law to be withheld with respect to any shares issued upon exercise
of options under the Plan. Subject to the prior approval of the Company, which
may be withheld by the Company in its sole discretion, the optionee may elect to
satisfy such obligations, in whole or in part (i) by causing the Company to
withhold shares of Common Stock otherwise issuable pursuant to the exercise of
an option or (ii) by delivering to the Company shares of Common Stock already
owned by the optionee. The shares so delivered or withheld shall have a Fair
Market Value equal to such withholding obligation as of the date that the amount
of tax to be withheld is to be determined. An optionee who has made an election
pursuant to this Section 20(a) may only satisfy his or her withholding
obligation with shares of Common Stock which are not subject to any repurchase,
forfeiture, unfulfilled vesting or other similar requirements.
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(b) The acceptance of shares of Common Stock upon exercise of an Incentive
Stock Option shall constitute an agreement by the optionee (i) to notify the
Company if any or all of such shares are disposed of by the optionee within two
years from the date the option was granted or within one year from the date the
shares were issued to the optionee pursuant to the exercise of the option, and
(ii) if required by law, to remit to the Company, at the time of and in the case
of any such disposition an amount sufficient to satisfy the Company's federal,
state and local withholding tax obligations with respect to such disposition,
whether or not, as to both (i) and (ii), the optionee is in the employ of the
Company at the time of such disposition.
(c) Notwithstanding the foregoing, in the case of a Reporting Person whose
options have been granted in accordance with the provisions of Section 3(b)
herein, no election to use shares for the payment of withholding taxes shall be
effective unless made in compliance with any applicable requirements of Rule
16b-3.
21. CANCELLATION AND NEW GRANT OF OPTIONS. ETC.
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 under the Plan and the grant in substitution
therefor of new options under the Plan covering the same or different numbers of
shares of Common Stock and having an option exercise price per share which may
be lower or higher than the exercise price per share of the canceled options or
(ii) the amendment of the terms of any and all outstanding options under the
Plan to provide an option exercise price per share which is higher or lower than
the then-current exercise price per share of such outstanding options.
22. EFFECTIVE DATE AND DURATION OF THE PLAN.
(a) EFFECTIVE DATE. The Plan shall become effective when adopted by the
Board, but no Incentive Stock Option granted under the Plan shall become
exercisable unless and until the Plan shall have been approved by the Company's
shareholders. If such shareholder approval is not obtained within twelve months
after the date of the Board's adoption of the Plan, no options previously
granted under the Plan shall be deemed to be Incentive Stock Options and no
Incentive Stock Options shall be granted thereafter. Amendments to the plan not
requiring shareholder approval shall become effective when adopted by the Board;
amendments requiring shareholder approval (as provided in Section 19) shall
become effective when adopted by the Board, but no Incentive Stock Option
granted after the date of such amendment shall become exercisable (to the extent
that such amendment to the Plan was required to enable the Company to grant such
Incentive stock Option to a particular optionee) unless and until such amendment
shall have been approved by the Company's shareholders. If such shareholder
approval is not obtained within twelve months of the Board's adoption of such
amendment shall terminate to the extent that such amendment to the Plan was
required to enable the Company to grant such option to a particular optionee.
Subject to this limitation, options may be granted under the Plan at any time
after the effective date and before the date fixed for termination of the Plan.
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(b) TERMINATION. Unless sooner terminated in accordance with Section 16,
the Plan shall terminate upon the earlier of (i) the close of business on the
day next preceding the tenth anniversary of the date of its adoption by the
Board or (ii) the date on which all shares available for issuance under the Plan
shall have been issued pursuant to the exercise or cancellation of options
granted under the Plan, of the date of termination is determined under (i)
above, then options outstanding on such date shall continue to have force and
effect in accordance with the provisions of the instruments evidencing such
options.
23. PROVISION FOR FOREIGN PARTICIPANTS.
The Committee may, without amending the Plan, modify awards or options
granted to participants who are foreign nationals or employed outside the United
States to recognize differences in laws, rules, regulations or customs of such
foreign jurisdictions with respect to tax, securities, currency, employee
benefit or other matters.
24. GOVERNING LAW.
The provisions of the Plan shall be governed and construed in accordance
with the laws of the State of Delaware without regard to the principles of
conflicts of laws.
25. EARLY EXERCISE.
The option may, but need not, include a provision whereby an optionee who
is a "non-employee director" (as defined in Rule 1 6b-3) may elect to exercise
the option as to any part or all of the shares subject to the option prior to
the full vesting of the option. Any unvested shares so purchased shall be
subject to a repurchase right in favor of the Company or to any other
restriction the Board determines to be appropriate.
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