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EXHIBIT 10.1
ECO-FORM INTERNATIONAL, INC.
2000 STOCK OPTION PLAN
1. PURPOSES OF THE PLAN. The purposes of this 2000 Stock Option
Plan are:
- to attract and retain the best available personnel for positions of
substantial responsibility,
- to provide additional incentive to Employees, Directors and
Consultants, and
- to promote the success of the Company's business.
Options granted under the Plan may be Incentive Stock Options or Nonstatutory
Stock Options, as determined by the Administrator at the time of grant.
2. DEFINITIONS. As used herein, the following definitions shall
apply:
(a) "ADMINISTRATOR" means the Board or any of its
Committees as shall be administering the Plan, in accordance with
Section 4 of the Plan.
(b) "APPLICABLE LAWS" means the requirements relating to
the administration of stock option plans under U.S. state corporate
laws, U.S. federal and state securities laws, the Code, any stock
exchange or quotation system on which the Common Stock is listed or
quoted and the applicable laws of any other country or jurisdiction
where Options are granted under the Plan.
(c) "BOARD" means the Board of Directors of the Company.
(d) "CODE" means the Internal Revenue Code of 1986, as
amended.
(e) "COMMITTEE" means a committee of Directors appointed
by the Board in accordance with Section 4 of the Plan.
(f) "COMMON STOCK" means the common stock of the
Company.
(g) "COMPANY" means Eco-form International, Inc., a
Delaware corporation.
(h) "CONSULTANT" means any natural person, including an
advisor, engaged by the Company or a Parent or Subsidiary to render
services to such entity.
(i) "DIRECTOR" means a member of the Board.
(j) "DISABILITY" means total and permanent disability as
defined in Section 22(e)(3) of the Code.
(k) "EMPLOYEE" means any person, including Officers and
Directors, employed by the Company or any Parent or Subsidiary of the
Company. A Service Provider shall not cease to be an Employee in the
case of (i) any leave of absence approved by the Company or (ii)
transfers between locations of the Company or between the Company, its
Parent, any Subsidiary, or any successor. For purposes of Incentive
Stock Options, no such leave may exceed ninety days, unless
reemployment upon expiration of such leave is
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guaranteed by statute or contract. If reemployment upon expiration of a
leave of absence approved by the Company is not so guaranteed, then
three (3) months following the 91st day of such leave any Incentive
Stock Option held by the Optionee shall cease to be treated as an
Incentive Stock Option and shall be treated for tax purposes as a
Nonstatutory Stock Option. Neither service as a Director nor payment of
a director's fee by the Company shall be sufficient to constitute
"employment" by the Company.
(l) "EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended.
(m) "FAIR MARKET VALUE" means, as of any date, the value
of Common Stock determined as follows:
(i) If the Common Stock is listed on any
established stock exchange or a national market system,
including without limitation the Nasdaq National Market or The
Nasdaq Small Cap Market of The Nasdaq Stock Market, its Fair
Market Value shall be the closing sales price for such stock
(or the closing bid, if no sales were reported) as quoted on
such exchange or system on the day of determination, as
reported in The Wall Street Journal or such other source as
the Administrator deems reliable;
(ii) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not
reported, the Fair Market Value of a Share of Common Stock
shall be the mean between the high bid and low asked prices
for the Common Stock on the day of determination, as reported
in The Wall Street Journal or such other source as the
Administrator deems reliable; or
(iii) In the absence of an established market for the
Common Stock, the Fair Market Value shall be determined in
good faith by the Administrator.
(n) "INCENTIVE STOCK OPTION" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422
of the Code and the regulations promulgated thereunder.
(o) "INSIDE DIRECTOR" means a Director who is an
Employee.
(p) "NONSTATUTORY STOCK OPTION" means an Option not
intended to qualify as an Incentive Stock Option.
(q) "NOTICE OF GRANT" means a written or electronic
notice evidencing certain terms and conditions of an individual Option
grant. The Notice of Grant is part of the Option Agreement.
(r) "OFFICER" means a person who is an officer of the
Company within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.
(s) "OPTION" means a stock option granted pursuant to the
Plan.
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(t) "OPTION AGREEMENT" means an agreement between the
Company and an Optionee evidencing the terms and conditions of an
individual Option grant. The Option Agreement is subject to the terms
and conditions of the Plan.
(u) "OPTIONED STOCK" means the Common Stock subject to an
Option.
(v) "OPTIONEE" means the holder of an outstanding Option
granted under the Plan.
(w) "OUTSIDE DIRECTOR" means a Director who is not an
Employee and who is not the beneficial owner(within the meaning of Rule
13d3 of the Exchange Act) of five percent(5%) or more of the total
combined voting power of the Company's outstanding securities.
(x) "PARENT" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.
(y) "PLAN" means this 2000 Stock Plan.
(z) "RULE 16B3" means Rule 16b3 of the Exchange Act or
any successor to Rule 16b3, as in effect when discretion is being
exercised with respect to the Plan.
(aa) "SECTION 16(B)" means Section 16(b) of the Exchange
Act.
(bb) "SERVICE PROVIDER" means an Employee, Director or
Consultant.
(cc) "SHARE" means a share of the Common Stock, as
adjusted in accordance with Section 13 of the Plan.
(dd) "SUBSIDIARY" means a "subsidiary corporation",
whether now or hereafter existing, as defined in Section 424(f) of the
Code.
3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of
Section 13 of the Plan, the maximum aggregate number of Shares that may be
optioned and sold under the Plan is 1,300,000 Shares. The Shares may be
authorized, but unissued, or reacquired Common Stock.
If an Option expires or becomes unexercisable without having been exercised in
full, the unpurchased Shares which were subject thereto shall become available
for future grant or sale under the Plan(unless the Plan has terminated);
PROVIDED, however, that Shares that have actually been issued under the Plan
upon exercise of an Option shall not be returned to the Plan and shall not
become available for future distribution under the Plan, except that if unvested
Shares are repurchased by the Company at their original purchase price, such
Shares shall become available for future grant under the Plan.
4. ADMINISTRATION OF THE PLAN.
(a) PROCEDURE.
(i) MULTIPLE ADMINISTRATIVE BODIES. Different
Committees with respect to different groups of Service
Providers may administer the Plan.
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(ii) SECTION 162(m). To the extent that the
Administrator determines it to be desirable to qualify Options
granted hereunder as "performance based compensation" within
the meaning of Section 162(m) of the Code, the Plan shall be
administered by a Committee of two or more "outside directors"
within the meaning of Section 162(m) of the Code.
(iii) RULE 16B3. To the extent desirable to
qualify transactions hereunder as exempt under Rule 16b3, the
transactions contemplated hereunder shall be structured to
satisfy the requirements for exemption under Rule 16b3.
(iv) OTHER ADMINISTRATION. Other than as provided
above, the Plan shall be administered by(A) the Board or(B) a
Committee, which committee shall be constituted to satisfy
Applicable Laws.
(b) POWERS OF THE ADMINISTRATOR. Subject to the
provisions of the Plan, and in the case of a Committee, subject to the
specific duties delegated by the Board to such Committee, the
Administrator shall have the authority, in its discretion:
(i) to determine the Fair Market Value;
(ii) to select the Service Providers to whom
Options may be granted hereunder;
(iii) to determine the number of shares of Common
Stock to be covered by each Option granted hereunder;
(iv) to approve forms of agreement for use under
the Plan;
(v) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any Option granted
hereunder. Such terms and conditions include, but are not
limited to, the exercise price, the time or times when Options
may be exercised (which may be based on performance criteria),
any vesting acceleration or waiver of forfeiture restrictions,
and any restriction or limitation regarding any Option or the
shares of Common Stock relating thereto, based in each case on
such factors as the Administrator, in its sole discretion,
shall determine;
(vi) to construe and interpret the terms of the
Plan and awards granted pursuant to the Plan;
(vii) to prescribe, amend and rescind rules and
regulations relating to the Plan;
(viii) to modify or amend each Option (subject to
Section 15(c) of the Plan), including the discretionary
authority to extend the post termination exercisability period
of Options longer than is otherwise provided for in the Plan;
(ix) to allow Optionees to satisfy withholding
tax obligations by electing to have the Company withhold from
the Shares to be issued upon exercise of an Option that number
of Shares having a Fair Market Value equal to the minimum
amount required to be withheld. The Fair Market Value of the
Shares to be withheld shall be determined on the date that the
amount of tax to be withheld is to be
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determined. All elections by an Optionee to have Shares
withheld for this purpose shall be made in such form and under
such conditions as the Administrator may deem necessary or
advisable;
(x) to authorize any person to execute on behalf
of the Company any instrument required to effect the grant of
an Option previously granted by the Administrator;
(xi) to make all other determinations deemed
necessary or advisable for administering the Plan.
(c) EFFECT OF ADMINISTRATOR'S DECISION. The
Administrator's decisions, determinations and interpretations shall be
final and binding on all Optionees and any other holders of Options or
Shares issued under the Plan.
5. ELIGIBILITY. Nonstatutory Stock Options may be granted to
Service Providers. Incentive Stock Options may be granted only to Employees.
6. LIMITATIONS.
(a) Each Option shall be designated in the Option
Agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option. However, notwithstanding such designation, to the extent that
the aggregate Fair Market Value of the Shares with respect to which
Incentive Stock Options are exercisable for the first time by the
Optionee during any calendar year(under all plans of the Company and
any Parent or Subsidiary) exceeds $100,000, such Options shall be
treated as Nonstatutory Stock Options. For purposes of this Section
6(a), Incentive Stock Options shall be taken into account in the order
in which they were granted. The Fair Market Value of the Shares shall
be determined as of the time the Option with respect to such Shares is
granted.
(b) Neither the Plan nor any Option shall confer upon an
Optionee any right with respect to continuing the Optionee's
relationship as a Service Provider with the Company, nor shall they
interfere in any way with the Optionee's right or the Company's right
to terminate such relationship at any time, with or without cause.
(c) The following limitations shall apply to grants of
Options:
(i) No Service Provider shall be granted, in any
fiscal year of the Company, Options to purchase more than
1,000,000 Shares.
(ii) In connection with his or her initial
service, a Service Provider may be granted Options to purchase
up to an additional 750,000 Shares, which shall not count
against the limit set forth in subsection(i) above.
(iii) The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's
capitalization as described in Section 13.
7. TERM OF PLAN. Subject to Section 19 of the Plan, the Plan
shall become effective upon its adoption by the Board. It shall continue in
effect for a term of ten(10) years unless terminated earlier under Section 15 of
the Plan.
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8. TERM OF OPTION. The term of each Option shall be stated in the
Option Agreement. In the case of an Incentive Stock Option, the term shall be
ten(10) years from the date of grant or such shorter term as may be provided in
the Option Agreement. Moreover, in the case of an Incentive Stock Option granted
to an Optionee who, at the time the Incentive Stock Option is granted, owns
stock representing more than ten percent(10%) of the total combined voting power
of all classes of stock of the Company or any Parent or Subsidiary, the term of
the Incentive Stock Option shall be five(5) years from the date of grant or such
shorter term as may be provided in the Option Agreement.
9. OPTION EXERCISE PRICE AND CONSIDERATION.
(a) EXERCISE PRICE. The per share exercise price for the
Shares to be issued pursuant to exercise of an Option shall be
determined by the Administrator, subject to the following:
(i) In the case of an Incentive Stock Option
(A) granted to an Employee who, at the time
the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the
voting power of all classes of stock of the Company
or any Parent or Subsidiary, the per Share exercise
price shall be no less than 110% of the Fair Market
Value per Share on the date of grant.
(B) granted to any Employee other than an
Employee described in paragraph (A) immediately
above, the per Share exercise price shall be no less
than 100% of the Fair Market Value per Share on the
date of grant.
(ii) In the case of a Nonstatutory Stock Option,
the per Share exercise price shall be determined by the
Administrator. In the case of a Nonstatutory Stock Option
intended to qualify as "performance based compensation" within
the meaning of Section 162(m) of the Code, the per Share
exercise price shall be no less than 100% of the Fair Market
Value per Share on the date of grant.
(iii) Notwithstanding the foregoing, Options may
be granted with a per Share exercise price of less than 100%
of the Fair Market Value per Share on the date of grant
pursuant to a merger or other corporate transaction.
(b) WAITING PERIOD AND EXERCISE DATES. At the time an
Option is granted, the Administrator shall fix the period within which
the Option may be exercised and shall determine any conditions that
must be satisfied before the Option may be exercised.
(c) FORM OF CONSIDERATION. The Administrator shall
determine the acceptable form of consideration for exercising an
Option, including the method of payment. In the case of an Incentive
Stock Option, the Administrator shall determine the acceptable form of
consideration at the time of grant. Such consideration may consist
entirely of:
(i) cash;
(ii) check;
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(iii) promissory note;
(iv) other Shares which, in the case of Shares
acquired directly or indirectly from the Company, (A) have
been owned by the Optionee for more than six (6) months on the
date of surrender, and (B) have a Fair Market Value on the
date of surrender equal to the aggregate exercise price of the
Shares as to which said Option shall be exercised;
(v) consideration received by the Company under
a cashless exercise program implemented by the Company in
connection with the Plan;
(vi) a reduction in the amount of any Company
liability to the Optionee, including any liability
attributable to the Optionee's participation in any Company
sponsored deferred compensation program or arrangement;
(vii) any combination of the foregoing methods of
payment; or
(viii) such other consideration and method of
payment for the issuance of Shares to the extent permitted by
Applicable Laws.
Notwithstanding the foregoing, the Administrator may permit an
Option to be exercised by delivery of a full recourse
promissory note secured by the purchased shares. All other
terms of such promissory note shall be determined by the
Administrator in its sole discretion.
10. EXERCISE OF OPTION.
(a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any
Option granted hereunder shall be exercisable according to the terms of
the Plan and at such times and under such conditions as determined by
the Administrator and set forth in the Option Agreement. Unless the
Administrator provides otherwise, vesting of Options granted hereunder
shall be suspended during any unpaid leave of absence. An Option may
not be exercised for a fraction of a Share.
An Option shall be deemed exercised when the Company receives: (i)
written or electronic notice of exercise(in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii)
full payment for the Shares with respect to which the Option is
exercised. Full payment may consist of any consideration and method of
payment authorized by the Administrator and permitted by the Option
Agreement and the Plan. Shares issued upon exercise of an Option shall
be issued in the name of the Optionee or, if requested by the Optionee,
in the name of the Optionee and his or her spouse. Until the Shares are
issued(as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no
right to vote or receive dividends or any other rights as a stockholder
shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be issued)
such Shares promptly after the Option is exercised. No adjustment will
be made for a dividend or other right for which the record date is
prior to the date the Shares are issued, except as provided in Section
13 of the Plan.
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Exercising an Option in any manner shall decrease the number of Shares
thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is
exercised.
(b) TERMINATION OF RELATIONSHIP AS A SERVICE PROVIDER. If
an Optionee ceases to be a Service Provider, other than upon the
Optionee's death or Disability, the Optionee may exercise his or her
Option within such period of time as is specified in the Option
Agreement to the extent that the Option is vested on the date of
termination (but in no event later than the expiration of the term of
such Option as set forth in the Option Agreement). In the absence of a
specified time in the Option Agreement, the Option shall terminate
immediately upon the Optionee's termination as a Service Provider. If,
on the date of termination, the Optionee is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the Option
shall revert to the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified by the
Administrator, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.
(c) DISABILITY OF OPTIONEE. If an Optionee ceases to be a
Service Provider as a result of the Optionee's Disability, the Optionee
may exercise his or her Option within such period of time as is
specified in the Option Agreement to the extent the Option is vested on
the date of termination (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement). In the
absence of a specified time in the Option Agreement, the Option shall
remain exercisable for twelve (12) months following the Optionee's
termination. If, on the date of termination, the Optionee is not vested
as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall revert to the Plan. If, after termination,
the Optionee does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.
(d) DEATH OF OPTIONEE. If an Optionee dies while a
Service Provider, the Option may be exercised following Optionee's
death within such period of time as is specified in the Option
Agreement to the extent that the Option is vested on the date of death
(but in no event may the option be exercised later than the expiration
of the term of such Option as set forth in the Option Agreement) by the
Optionee's designated beneficiary, provided such beneficiary has been
designated prior to Optionee's death in a form acceptable by the
Administrator. If no such beneficiary has been designated by the
Optionee, then such Option may be exercised by the personal
representative of the Optionee's estate or by the person(s) to whom the
Option is transferred pursuant to the Optionee's will or in accordance
with the laws of descent and distribution. In the absence of a
specified time in the Option Agreement, the Option shall remain
exercisable for twelve(12) months following Optionee's death. If, at
the time of death, the Optionee is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option shall
immediately revert to the Plan. If the Option is not so exercised
within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.
11. FORMULA OPTION GRANTS TO OUTSIDE DIRECTORS. Outside Directors
shall automatically be granted Options in accordance with the following
provisions:
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(a) All Options granted pursuant to this Section shall be
Nonstatutory Stock Options and, except as otherwise provided herein,
shall be subject to the other terms and conditions of the Plan.
(b) Each Outside Director shall be automatically granted
an Option to purchase 5,000 Shares (the "First Director Option") on the
date on which the later of the following events occurs: (A) the date
the Company's shareholders approve this Plan in accordance with Section
19 hereof, or (B) the date on which such person first becomes an
Outside Director, whether through election by the stockholders of the
Company or appointment by the Board to fill a vacancy.
(c) Each Outside Director shall be automatically granted
an Option to purchase 5,000 Shares (a "Subsequent Director Option") on
each anniversary of the date the Director first became an Outside
Director and received a First Director Option.
(c) The terms of a First Director Option and a Subsequent
Director Option (collectively referred to herein as a "Director
Option") granted pursuant to this Section shall be as follows:
(i) the term of the Director Option shall be
ten(10) years.
(ii) the Director Option shall be exercisable
only while the Outside Director remains a Director of the
Company.
(iii) the exercise price per Share shall be 100%
of the Fair Market Value per Share on the date of grant of the
Director Option.
(iv) subject to Section 13 hereof, the Director
Option shall become exercisable as to 100% of the Shares
subject to the Director Option on the first anniversary of its
date of grant, provided that the Optionee continues to serve
as a Director on such date.
12. LIMITED TRANSFERABILITY OF OPTIONS. Unless determined
otherwise by the Administrator, an Option may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent or distribution and may be exercised, during the lifetime of
the Optionee, only by the Optionee. If the Administrator makes an Option
transferable, such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.
13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
MERGER OR ASSET SALE.
(a) CHANGES IN CAPITALIZATION. Subject to any required
action by the stockholders of the Company, the number of shares of
Common Stock which have been authorized for issuance under the Plan but
as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, the
number of shares granted under First Director Options and Subsequent
Director Options under Section 11, and the number of shares of Common
Stock covered by each outstanding Option as well as the price per share
of Common Stock covered by each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse
stock split,
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stock dividend, combination or reclassification of the Common Stock, or
any other increase or decrease in the number of issued shares of Common
Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company 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) DISSOLUTION OR LIQUIDATION. In the event of the
proposed dissolution or liquidation of the Company, the Administrator
shall notify each Optionee as soon as practicable prior to the
effective date of such proposed transaction. The Administrator in its
discretion may provide for an Optionee to have the right to exercise
his or her Option until ten (10) days prior to such transaction as to
all of the Optioned Stock covered thereby, including Shares as to which
the Option would not otherwise be exercisable. In addition, the
Administrator may provide that any Company repurchase option applicable
to any Shares purchased upon exercise of an Option shall lapse as to
all such Shares, provided the proposed dissolution or liquidation takes
place at the time and in the manner contemplated. To the extent it has
not been previously exercised, an Option will terminate immediately
prior to the consummation of such proposed action.
(c) Merger or Asset Sale. In the event of a merger of the
Company with or into another corporation, or the sale of substantially
all of the assets of the Company, each outstanding Option shall be
assumed or an equivalent option substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In
the event that the successor corporation refuses to assume or
substitute for the Option, the Optionee shall fully vest in and have
the right to exercise the Option as to all of the Optioned Stock,
including Shares as to which it would not otherwise be vested or
exercisable. If an Option becomes fully vested and exercisable in lieu
of assumption or substitution in the event of a merger or sale of
assets, the Administrator shall notify the Optionee in writing or
electronically that the Option shall be fully vested and exercisable
for a period of fifteen (15) days from the date of such notice, and the
Option shall terminate upon the expiration of such period. For the
purposes of this paragraph, the Option shall be considered assumed if,
following the merger or sale of assets, the option confers the right to
purchase or receive, for each Share of Optioned Stock subject to the
Option immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property)
received in the merger or sale of assets by holders of Common Stock for
each Share held on the effective date of the transaction( and if
holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration received in the
merger or sale of assets is not solely common stock of the successor
corporation or its Parent, the Administrator may, with the consent of
the successor corporation, provide for the consideration to be received
upon the exercise of the Option, for each Share of Optioned Stock
subject to the Option, to be solely common stock of the successor
corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or sale
of assets.
14. DATE OF GRANT. The date of grant of an Option shall be, for
all purposes, the date on which the Administrator makes the determination
granting such Option, or such other later
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date as is determined by the Administrator. Notice of the determination shall be
provided to each Optionee within a reasonable time after the date of such grant.
15. AMENDMENT AND TERMINATION OF THE PLAN.
(a) Amendment and Termination. The Board may at any time
amend, alter, suspend or terminate the Plan.
(b) Stockholder Approval. The Company shall obtain
stockholder approval of any Plan amendment to the extent necessary and
desirable to comply with Applicable Laws.
(c) Effect of Amendment or Termination. No amendment,
alteration, suspension or termination of the Plan shall impair the
rights of any Optionee, unless mutually agreed otherwise between the
Optionee and the Administrator, which agreement must be in writing and
signed by the Optionee and the Company. Termination of the Plan shall
not affect the Administrator's ability to exercise the powers granted
to it hereunder with respect to Options granted under the Plan prior to
the date of such termination.
16. CONDITIONS UPON ISSUANCE OF SHARES.
(a) Legal Compliance. Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares shall comply with Applicable Laws
and shall be further subject to the approval of counsel for the Company
with respect to such compliance.
(b) Investment Representations. As a condition to the
exercise of an Option, the Company may require the person exercising
such Option to represent and warrant at the time of any such exercise
that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion
of counsel for the Company, such a representation is required.
17. INABILITY TO OBTAIN AUTHORITY. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.
18. RESERVATION OF SHARES. The Company, during the term of this
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.
19. STOCKHOLDER APPROVAL. The Plan shall be subject to approval by
the stockholders of the Company within twelve(12) months after the date the Plan
is adopted. Such stockholder approval shall be obtained in the manner and to the
degree required under Applicable Laws.
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