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EXHIBIT 10.1
CENTURION WIRELESS TECHNOLOGIES, INC.
1997 STOCK OPTION PLAN
as in effect September 6, 2000
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CENTURION INTERNATIONAL, INC.
1997 STOCK OPTION PLAN
ARTICLE I
PURPOSE OF PLAN
The 1997 Stock Option Plan (the "PLAN") of Centurion International, Inc.
(the "COMPANY"), adopted by the Board of Directors and stockholders of the
Company effective April __, 1997, is intended to advance the best interests of
the Company by providing executives and other key employees of the Company or
any Subsidiary who have substantial responsibility for the management and
growth of the Company or any Subsidiary with additional incentives by allowing
such employees to acquire an ownership interest in the Company. The Plan is a
compensatory benefit plan within the meaning of Rule 701 under the Securities
Act of 1933, as amended (the "SECURITIES ACT").
ARTICLE II
DEFINITIONS
For purposes of the Plan the following terms have the indicated meanings:
"AUTHORIZATION DATE" has the meaning ascribed thereto in Section 5.9(a)
hereof.
"BOARD" means the Board of Directors of the Company.
"CODE" means the Internal Revenue Code of 1986, as amended, and any
successor statute.
"COMMITTEE" means the Compensation Committee or such other committee of
the Board as the Board may designate to administer the Plan or, if for any
reason the Board has not designated such a committee, the Board. The Committee,
if other than the Board, shall be composed of two or more directors as
appointed from time to time by the Board.
"COMMON STOCK" means the Common Stock, par value $0.01 per share, of the
Company, a Nebraska corporation.
"ELECTION NOTICE" has the meaning ascribed thereto in Section 5.9(b)
hereof.
"FAIR MARKET VALUE" per share on any given date means the average of the
closing prices of the sales of the Common Stock on all securities exchanges on
which such stock may at the time be listed, or, if there have been no sales on
any such exchange on any day, the average of the highest bid and lowest asked
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prices on all such exchanges at the end of such day, or, if on any day such
stock is not so listed, the average of the representative bid and asked prices
quoted on the Nasdaq Stock Market as of 4:00 P.M., New York time, or, if on any
day such stock is not quoted on the Nasdaq Stock Market, the average of the
highest bid and lowest asked prices on such day in the domestic over-the-counter
market as reported by the National Quotation Bureau, Incorporated, or any
similar successor organization. If at any time the Common Stock is not listed or
quoted, the Fair Market Value per share shall be determined by the Committee or
the Board based on such factors as the members thereof in the exercise of their
business judgment, consider relevant.
"MEASUREMENT DATE" means the date on which any taxable income resulting
from the exercise of an Option is determined under applicable federal income
tax law.
"OPTION SHARES" shall mean (i) all shares of Common Stock issued or
issuable upon the exercise of an Option and (ii) all shares of Common Stock
issued with respect to the Common Stock referred to in clause (i) above by way
of stock dividend or stock split or in connection with any conversion, merger,
consolidation or recapitalization or other reorganization affecting the Common
Stock. Unless provided otherwise herein or in the Participant's Option
Agreement, Option Shares will continue to be Option Shares in the hands of any
holder other than the Participant (except for the Company), and each such
transferee thereof will succeed to the rights and obligations of a holder of
Option Shares hereunder.
"OPTIONS" has the meaning set forth in Article IV.
"PARTICIPANT" means any executive or other key employee of the Company or
any Subsidiary who has been selected to participate in the Plan by the
Committee or the Board.
"PERMITTED TRANSFEREE" means those persons to whom the Participant is
authorized (i) pursuant to Section 5.9, to transfer Option Shares, or (ii)
pursuant to Section 6.3, to transfer Options.
"PUBLIC OFFERING" means the sale, in an underwritten public offering
registered under the Securities Act, of shares of the Company's Common Stock
providing aggregate gross proceeds (before deducting under-writing discounts
and expenses) to the Company and any selling stockholders of at least $40.0
million and at an offering price which represents a common equity valuation of
the Company's Common Stock outstanding immediately prior to the issuance of
Common Stock in connection with such offering of at least $100.0 million.
"REPURCHASE NOTICE" has the meaning ascribed thereto in Section 5.8(b)
hereof.
"REPURCHASE OPTION" has the meaning ascribed thereto in Section 5.8(a)
hereof.
"RIGHT OF FIRST REFUSAL" has the meaning ascribed thereto in Section
5.9(b) hereof.
"SALE NOTICE" has the meaning ascribed thereto in Section 5.9(a) hereof.
"SALE OF THE COMPANY" means any (i) sale or transfer of more than 51% of
the assets of the Company and its Subsidiaries on a consolidated basis
(measured by either book value in accordance with generally accepted accounting
principles consistently applied or fair market value determined in the
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reasonable good faith judgment of the Board) in any transaction or series of
transactions (other than sales in the ordinary course of business) or (ii)
merger or consolidation to which the Company is a party, other than a merger in
which the Company is the surviving corporation and which will not result in
more than 49% of the Company's outstanding capital stock possessing the voting
power (under ordinary circumstances) to elect a majority of the Board being
owned of record or beneficially by persons or entities other than the holders
of such capital stock immediately prior to such merger.
"SECURITIES ACT" has the meaning ascribed thereto in Article I hereof.
"SUBSIDIARY" means any subsidiary corporation (as such term is defined in
Section 424(f) of the Code) of the Company.
"TERMINATION DATE" shall mean the date upon which such Participant's
employment with the Company terminated.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Committee. Subject to the
limitations of the Plan, the Committee shall have the sole and complete
authority to: (i) select Participants, (ii) grant Options to Participants in
such forms and amounts as it shall determine, (iii) impose such limitations,
restrictions and conditions upon such Options as it shall deem appropriate,
(iv) interpret the Plan and adopt, amend, and rescind administrative
guidelines and other rules and regulations relating to the Plan, (v) correct
any defect or omission or reconcile any inconsistency in the Plan or in any
Options granted under the Plan and (vi) make all other determinations and take
all other actions necessary or advisable for the implementation and
administration of the Plan. The Committee's determinations on matters within
its authority shall be conclusive and binding upon the Participants, the
Company and all other persons. All expenses associated with the administration
of the Plan shall be borne by the Company. The Committee may, as approved by
the Board and to the extent permissible by law, delegate any of its authority
hereunder to such persons or entities as it deems appropriate.
ARTICLE IV
LIMITATION ON AGGREGATE SHARES
The number of shares of Common Stock with respect to which stock purchase
options ("OPTIONS") may be granted under the Plan shall not exceed, in the
aggregate, 1,000,000 shares, subject to adjustment in accordance with Section
6.4 below. To the extent any Options expire unexercised or are cancelled,
terminated or forfeited in any manner without the issuance of Common Stock
thereunder, such shares shall again be available under the Plan. The shares of
Common Stock available under the Plan may consist of authorized and unissued
shares, treasury shares, or a combination thereof, as the Committee shall
determine.
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ARTICLE V
AWARDS
5.1 GRANT OF OPTIONS. The Committee may grant Options to Participants from
time to time in accordance with this Article V. Options granted under the Plan
may be nonqualified stock options or "incentive stock options" within the
meaning of Section 422 of the Code or any successor provision, as specified by
the Committee; provided, however, that no incentive stock option may be granted
to any Participant who, at the time of grant, owns stock of the Company (or any
Subsidiary) representing more than 10% of the total combined voting power of all
classes of stock of the Company (or any Subsidiary), unless such incentive stock
option shall at the time of grant (a) have a termination date not later than the
fifth anniversary of the issuance date and (b) have an exercise price per share
equal to at least 110% of the Fair Market Value of a share of Common Stock on
the date of grant. The exercise price per share of Common Stock under each
incentive stock option shall be fixed by the Committee at the time of grant of
the Option and shall equal at least 100% of the Fair Market Value of a share of
Common Stock on the date of grant, but not less than the par value per share (as
adjusted pursuant to Section 6.4). Options shall be exercisable at such time or
times as the Committee shall determine; provided, however, that any option
intended to be an incentive stock option shall be treated as an incentive stock
option only to the extent that the aggregate Fair Market Value of the Common
Stock (determined as of the date of Option grant) with respect to which
incentive stock options (but not nonqualified options) are exercisable for the
first time by any Participant during any calendar year (under all stock option
plans of the Company and its Subsidiaries) does not exceed $100,000. The
Committee shall determine the term of each Option, which term shall not exceed
ten years from the date of grant of the Option.
5.2 EXERCISE PROCEDURE. Options shall be exercisable, to the extent they
are vested, by written notice to the Company (to the attention of the Company's
Secretary) accompanied by payment in full of the applicable exercise price.
Payment of such exercise price may be made (i) in cash (including check, bank
draft, money order or wire transfer of immediately available funds), (ii) if
approved by the Committee prior to exercise (in the case of an incentive stock
option, if approved by the Committee in the grant) by delivery of a full
recourse promissory note of the Participant bearing interest at a rate not less
than the applicable federal rate determined pursuant to Section 1274 of the
Code, (iii) in shares of Common Stock valued at their Fair Market Value as of
the date of exercise as provided in Section 5.3 below, or (iii) in a
combination of the foregoing.
5.3 EXCHANGE OF PREVIOUSLY ACQUIRED STOCK. The Committee, in its
discretion and subject to such conditions as the Committee may determine, may
permit the exercise price for the shares being acquired upon the exercise of an
Option to be paid, in full or in part, by the delivery to the Company of Common
Stock. Any Common Stock so delivered shall be treated as the payment of cash
equal to the aggregate Fair Market Value of such Common Stock. In the case of
incentive stock options, the Committee shall specify in the Option grant
whether the option holder may satisfy the exercise price with respect to shares
of Common Stock purchased upon exercise of such Option by delivering to the
Company shares of previously acquired Common Stock.
5.4 WITHHOLDING TAX REQUIREMENTS.
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(a) AMOUNT OF WITHHOLDING. It shall be a condition of the exercise of any
Option that the Participant exercising the Option make appropriate payment or
other provision acceptable to the Company with respect to any withholding tax
requirement arising from such exercise. The amount of withholding tax required,
if any, with respect to any Option exercise (the "WITHHOLDING AMOUNT") shall be
determined by the Treasurer or other appropriate officer of the Company, and
the Participant shall furnish such information and make such representations as
such officer requires to make such determination.
(b) WITHHOLDING PROCEDURE. If the Company determines that withholding tax
is required with respect to any exercise of an Option, the Company shall notify
the Participant of the Withholding Amount, and the Participant shall pay to the
Company an amount not less than the Withholding Amount. In lieu of making such
payment, the Participant may elect to pay the Withholding Amount by either (i)
delivering to the Company a number of shares of Common Stock having an aggregate
Fair Market Value as of the Measurement Date not less than the Withholding
Amount or (ii) directing the Company to withhold (and not to deliver or issue to
the Participant) a number of shares of Common Stock, otherwise issuable upon the
exercise of an Option, having an aggregate Fair Market Value as of the
Measurement Date not less than the Withholding Amount. In addition, if the
Committee approves, a Participant may elect pursuant to the prior sentence to
deliver or direct the withholding of shares of Common Stock having an aggregate
Fair Market Value in excess of the minimum Withholding Amount but not in excess
of the Participant's applicable highest marginal combined federal income and
state income tax rate, as estimated in good faith by such Participant. Any
fractional share interests resulting from the delivery or withholding of shares
of Common Stock to meet withholding tax requirements shall be settled in cash.
All amounts paid to or withheld by the Company and the value of all shares of
Common Stock delivered to or withheld by the Company pursuant to this Section
5.4 shall be deposited in accordance with applicable law by the Company as
withholding tax for the Participant's account. If the Treasurer or other
appropriate officer of the Company determines that no withholding tax is
required with respect to the exercise of any Option (because such Option is an
incentive stock option or otherwise), but subsequently it is determined that the
exercise resulted in taxable income as to which withholding is required (as a
result of a disposition of shares or otherwise), the Participant shall promptly,
upon being notified of the withholding requirement, pay to the Company, by means
acceptable to the Company, the amount required to be withheld; and at its
election the Company may condition the transfer of any shares issued upon
exercise of an incentive stock option upon receipt of such payment.
5.5 NOTIFICATION OF INQUIRIES AND AGREEMENTS. Each Participant and each
Permitted Transferee shall notify the Company in writing within 10 days after
the date such Participant or Permitted Transferee (i) first obtains
knowledge of any Internal Revenue Service inquiry, audit, assertion,
determination, investigation, or question relating in any manner to the value
of Options granted hereunder; (ii) includes or agrees (including, without
limitation, in any settlement, closing or other similar agreement) to include
in gross income with respect to any Option granted under this Plan (A) any
amount in excess of the amount reported on Form 1099 or Form W-2 to such
Participant by the Company, or (B) if no such Form was received, any amount;
and/or (iii) exercises, sells, disposes of, or otherwise transfers an Option
acquired pursuant to this Plan. Upon request, a Participant or Permitted
Transferee shall provide to the Company any information or document relating to
any event described in the preceding sentence which the Company (in its sole
discretion) requires in order to calculate and substantiate any change in the
Company's tax liability as a result of such event.
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5.6 CONDITIONS AND LIMITATIONS ON EXERCISE. At the discretion of the
Committee, exercised at the time of grant, Options may vest, in one or more
installments, upon (i) the fulfillment of certain conditions, (ii) the passage
of a specified period of time, and/or (iii) the achievement by the Company or
any Subsidiary of certain performance goals. Unless the Committee specifies
otherwise in the Option Agreement, the Option shall vest with respect to 25% of
the Option Shares subject to such Option on each of the first through the fourth
annual anniversaries of the date of grant. In the event of a Sale of the
Company, the Committee may provide, in its discretion, that the Options shall
become immediately vested and that such Options shall terminate if not exercised
as of the date of the Sale of the Company or any other designated date (the
"DESIGNATED DATE") or that such Options shall thereafter represent only the
right to receive the excess of the consideration per share of Common Stock
offered in such Sale of the Company over the exercise price of such Options. The
Company shall give all Participants notice of an impending Sale of the Company
at least 15 days prior to the date of such Sale of the Company or the Designated
Date, whichever is earlier.
5.7 EXPIRATION OF OPTIONS.
(a) NORMAL EXPIRATION. In no event shall any part of any Option be
exercisable after the stated date of expiration thereof.
(b) EARLY EXPIRATION UPON TERMINATION OF EMPLOYMENT. Any part of any
Option that was not vested on a Participant's Termination Date shall expire and
be forfeited on such date, and any part of any Option that was vested on the
Termination Date shall also expire and be forfeited to the extent not
theretofore exercised on the thirtieth (30th) day (one year if termination is
caused by the Participant's death or disability) following the Termination
Date, but in no event after the stated date of expiration thereof.
5.8 RIGHT TO PURCHASE OPTION SHARES UPON TERMINATION OF EMPLOYMENT.
(a) REPURCHASE RIGHT. In the event a Participant's employment with
the Company is terminated for any reason, the Option Shares (whether held by
such Participant or one or more transferees and including any Option Shares
acquired subsequent to such termination of employment) will be subject to
repurchase by the Company pursuant to the terms and conditions set forth in
this Section 5.8 (the "REPURCHASE OPTION") at a price per share equal to the
Fair Market Value thereof determined as of the Termination Date.
(b) REPURCHASE NOTICE. The Board may elect to purchase all or any
portion of the Option Shares by delivery of written notice (the "REPURCHASE
NOTICE") to the holder or holders of the Option Shares within 180 days after
the Termination Date. The Repurchase Notice will set forth the number of Option
Shares to be acquired from such holder, the aggregate consideration to be paid
for such shares and the time and place for the closing of the transaction.
(c) CLOSING OF REPURCHASE. The closing of the repurchase transaction
will take place on the date designated by the Company in the Repurchase Notice,
which date will not be more than 45 days nor less than 10 days after the
delivery of such notice. The Company will pay for the Option Shares to be
purchased pursuant to the Repurchase Option by delivering, at the option of the
Company to such Participant and/or the other holder(s), (1) a check in the
amount of the aggregate sale price of the Option Shares to be repurchased or
(2) if the aggregate consideration to be paid to such holder(s) of Option
Shares exceeds $50,000, a check
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in the amount of 20% of the aggregate sale price of the Option Shares to be
repurchased and a subordinated promissory note in a principal amount equal to
the remainder of the aggregate sale price, bearing interest at a floating rate
of interest equal to the prime rate as stated from time to time by Chase
Manhattan Bank or any successor thereto, and payable, as to principal and
interest, in four equal annual installments on the first four anniversaries of
the closing of such repurchase; provided that if the Company determines that
withholding tax is required with respect to the exercise of a Repurchase
Option, the Company shall withhold an amount equal to such withholding tax from
the purchase price. At the closing, the Participant and each other seller will
deliver the certificates representing the Option Shares to be sold duly
endorsed in form for transfer to the Company or its designee, and the Company
will be entitled to receive customary representations and warranties from the
Participant and the other sellers regarding title to the Option Shares.
5.9 RESTRICTIONS ON TRANSFER.
(a) RESTRICTIONS. A Participant may not sell, pledge or otherwise
transfer any interest in any Option Shares except pursuant to the provisions of
this Section 5.9. At least 60 days prior to making any transfer, the
Participant proposing such transfer shall deliver a written notice (the "SALE
NOTICE") to the Company. The Sale Notice will disclose in reasonable detail
the identity of the prospective transferee(s) and the terms and conditions of
the proposed transfer. Such Participant (and such Participant's transferees)
shall not consummate any such transfer until 60 days after the Sale Notice has
been delivered to the Company unless the Company has notified such Participant
in writing that it will not exercise its rights under this Section 5.9. (The
date of the first to occur of such events is referred to herein as the
"AUTHORIZATION DATE").
(b) REPURCHASE OPTION. The Company may elect to purchase all or any
portion of the Option Shares to be transferred upon the same terms and
conditions as those set forth in the Sale Notice (the "RIGHT OF FIRST REFUSAL")
by delivering a written notice of such election to such Participant within 30
days after the receipt of the Sale Notice by the Company (the "ELECTION
NOTICE"). If the Company has not elected to purchase all of the Option Shares
specified in the Sale Notice, such Participant may transfer the Option Shares
not purchased by the Company to the prospective transferee(s) as specified in
the Sale Notice at a price and on terms no more favorable to the transferee(s)
thereof than specified in the Sale Notice during the 60-day period immediately
following the Authorization Date. Any Option Shares not so transferred within
such 60-day period must be reoffered to the Company in accordance with the
provisions of this Section 5.9 in connection with any subsequent proposed
transfer.
(c) EXCEPTIONS. The restrictions contained in this Section 5.9 will
not apply with respect to transfers of Option Shares (1) pursuant to applicable
laws of descent and distribution or (2) among the Participant's family group;
provided that the restrictions contained in this paragraph will continue to be
applicable to the Option Shares after any such transfer and the transferees of
such Option Shares have agreed in writing to be bound by the terms and
provisions of this Plan and the Option grant, as amended from time to time. The
Participant's "family group" means the Participant's spouse and descendants
(whether natural or adopted) and any trust solely for the benefit of the
Participant and/or the Participant's spouse and/or descendants.
5.10 TERMINATION OF RESTRICTIONS. The rights and obligations set forth
in Sections 5.8 and 5.9 hereof will terminate upon the earlier of (A) the
consummation by the Company of a Public Offering or (B) the sale of Option
Shares in accordance with the terms and conditions of Section 5.9 (except for a
transfer pursuant
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to Section 5.9(c)); provided that with respect to clause (B) above, such rights
and obligations shall terminate only with respect to those Option Shares sold.
ARTICLE VI
GENERAL PROVISIONS
6.1 WRITTEN AGREEMENT. Each Option granted hereunder shall be embodied in
a written agreement (the "OPTION AGREEMENT") which shall be signed by the
Participant to whom the Option is granted and shall be subject to the terms and
conditions set forth herein.
6.2 LISTING, REGISTRATION AND LEGAL COMPLIANCE. If at any time the
Committee determines, in its discretion, that the listing, registration, or
qualification of the shares subject to Options upon any securities exchange or
under any state or federal securities or other law or regulation, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition to or in connection with the granting of Options or
the purchase or issuance of shares thereunder, no Options may be granted or
exercised, in whole or in part, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee. The holders of such Options
will supply the Company with such certificates, representations and information
as the Company shall request and shall otherwise cooperate with the Company in
obtaining such listing, registration, qualification, consent or approval. In
the case of officers and other persons subject to Section 16(b) of the
Securities Exchange Act of 1934, as amended, the Committee may at any time
impose any limitations upon the exercise of Options that, in the Committee's
discretion, are necessary or desirable in order to comply with such Section
16(b) and the rules and regulations hereunder. If the Company, as part of an
offering of securities or otherwise, finds it desirable because of federal or
state regulatory requirements to reduce the period during which any Options may
be exercised, the Committee may, in its discretion and without the
Participant's consent, so reduce such period on not less than 15 days' written
notice to the holders thereof.
6.3 OPTIONS NOT TRANSFERRABLE. Options may not be transferred other than
by will or the laws of descent and distribution and, during the lifetime of the
Participant to whom they were granted, may be exercised only by such
Participant (or, if such Participant is incapacitated, by such Participant's
legal guardian or legal representative). In the event of the death of a
Participant, Options which are not vested on the date of death shall terminate;
exercise of Options granted hereunder to such Participant, which are vested as
of the date of death, may be made only by the executor or administrator of such
Participant's estate or the person or persons to whom such Participant's rights
under the Options will pass by will or the laws of descent and distribution.
6.4 ADJUSTMENTS. In the event of a reorganization, recapitalization,
stock dividend or stock split, or combination or other change in the shares of
Common Stock, the Board or the Committee may, in order to prevent the dilution
or enlargement of rights under the Plan or outstanding Options, adjust (i) the
number and type of shares as to which options may be granted under the Plan,
(ii) the number and type of shares covered by outstanding Options, (iii) the
exercise prices specified therein and (iv) other provisions of this Plan which
specify a number of shares, all as such Board or Committee determines to be
appropriate and equitable.
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6.5 RIGHTS OF PARTICIPANTS. Nothing in the Plan shall interfere with or
limit in any way the right of the Company or any Subsidiary to terminate any
Participant's employment at any time (with or without cause), or confer upon any
Participant any right to continue in the employ of the Company or any Subsidiary
for any period of time or to continue to receive such Participant's current (or
other) rate of compensation. No employee shall have a right to be selected as a
Participant or, having been so selected, to be selected again as a Participant.
6.6 AMENDMENT, SUSPENSION AND TERMINATION OF PLAN. The Board or the
Committee may suspend or terminate the Plan or any portion thereof at any time
and may amend it from time to time in such respects as the Board or the
Committee may deem advisable; provided, however, that no such amendment shall be
made without stockholder approval to the extent such approval is required by
law, agreement or the rules of any exchange upon which the Common Stock is
listed, and no such amendment, suspension or termination shall impair the rights
of Participants under outstanding Options without the consent of the
Participants affected thereby, except as provided below. No Options shall be
granted hereunder after the tenth anniversary of the adoption of the Plan.
6.7 AMENDMENT OF OUTSTANDING OPTIONS. The Committee may amend or modify
any Option in any manner to the extent that the Committee would have had the
authority under the Plan initially to grant such Option; provided that, except
as expressly contemplated elsewhere herein or in any agreement evidencing such
Option, no such amendment or modification shall impair the rights of any
Participant under any outstanding Option without the consent of such
Participant.
6.8 INDEMNIFICATION. In addition to such other rights of indemnification
as they may have as members of the Board or the Committee, the members of the
Committee shall be indemnified by the Company against (i) all costs and expenses
reasonably incurred by them in connection with any action, suit or proceeding to
which they or any of them may be party by reason of any action taken or failure
to act under or in connection with the Plan or any Option granted under the
Plan, and (ii) all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the Company) or
paid by them in satisfaction of a judgment in any such action, suit or
proceeding; provided, however, that any such Committee member shall be entitled
to the indemnification rights set forth in this Section 6.8 only if such member
(1) acted in good faith and in a manner that such member reasonably believed to
be in, and not opposed to, the best interests of the Company, and (2) with
respect to any criminal action or proceeding, (A) had no reasonable cause to
believe that such conduct was unlawful, and (B) upon the institution of any such
action, suit or proceeding a Committee member shall give the Company written
notice thereof and an opportunity to handle and defend the same before such
Committee member undertakes to handle and defend it on his own behalf.
6.9 RESTRICTED SECURITIES. All Common Stock issued pursuant to the terms
of this Plan shall constitute "restricted securities," as that term is defined
in Rule 144 promulgated by the Securities and Exchange Commission pursuant to
the Securities Act, and may not be transferred except in compliance with the
registration requirements of the Securities Act or an exemption therefrom.
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