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Exhibit 10.9
CALYX & COROLLA, INC.
1988 STOCK OPTION PLAN
I. PURPOSES OF THE PLAN
(a) This Stock Option Plan (the "Plan") is intended to promote the
interests of CALYX & COROLLA, INC., (the "Company") by providing a method
whereby (i) key employees (including officers and directors) of the Company (or
its parent or subsidiary corporations) responsible for the management, growth
and financial success of the Company (or its parent or subsidiary
corporations), (ii) the non-employee members of the Company's Board of
Directors (or any parent or subsidiary corporations) and (iii) consultants and
independent contractors who provide valuable services to the Company (or its
parent or subsidiary corporations) may be offered incentives and rewards which
will encourage them to acquire a proprietary interest, or otherwise increase
their proprietary interest, in the Company and continue to render services to
the Company (or its parent or subsidiary corporations).
(b) For purposes of the Plan, the following provisions shall be
applicable in determining the parent and subsidiary corporations of the
Company:
(i) Any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company shall be considered to be a
parent corporation of the Company, provided each such corporation in the
unbroken chain (other than the Company) owns, at the time of the determination,
stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.
(ii) Each corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company shall be considered to be a
subsidiary of the Company, provided each such corporation (other than the last
corporation) in the unbroken chain owns, at the time of the determination,
stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.
II. ADMINISTRATION OF THE PLAN
(a) The Plan shall be administered by the Board of Directors (the
"Board") of the Company. The Board, however, may at any time appoint a
committee ("Committee") of three (3) or more members of the Board and delegate
to such Committee one or more of the administrative powers allocated to the
Board under the provisions of the Plan, including (without limitation) the
power to grant options under the Plan and administer the option surrender and
option acceleration provisions of the Plan. Members of the Committee shall
serve for such period of time as the Board may determine and shall be subject
to removal by the Board at any time. The Board may also at any time terminate
the functions of the Committee and reassume all powers and authority previously
delegated to the Committee.
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(b) The Plan Administrator (either the Board or the Committee, to the
extent the Committee is at the time responsible for the administration of the
Plan) shall have full power and authority (subject to the provisions of the
Plan) to establish such rules and regulations as it may deem appropriate for
the proper administration of the Plan and to make such determinations under,
and issue such interpretations of, the Plan and any outstanding option as it
may deem necessary or advisable. Decisions of the Plan Administrator shall be
final and binding on all parties who have an interest in the Plan or any
outstanding option.
III. ELIGIBILITY FOR OPTION GRANTS
(a) The persons eligible to receive option grants under the Plan are
as follows:
(i) key employees (including officers and directors) of the
Company (or its parent or subsidiary corporations) who render services which
contribute to the success and growth of the Company (or its parent or
subsidiary corporations) or which may reasonably be anticipated to contribute
to the future success and growth of the Company (or its parent or subsidiary
corporations);
(ii) the non-employee members of the Board or the
non-employee members of the Board of Directors of any parent corporation; and
(iii) those consultants or independent contractors who
provide valuable services to the Company (or its parent or subsidiary
corporations).
(b) The Plan Administrator shall have full authority to determine
which eligible individuals are to receive option grants under the Plan, the
number of shares to be covered by each such grant, whether the granted option
is to be an incentive stock option ("Incentive Option") which satisfies the
requirements of Section 422A of the Internal Revenue Code or a non-statutory
option not intended to meet such requirements, the time or times at which each
such option is to become exercisable, and the maximum term for which the option
is to be outstanding.
IV. STOCK SUBJECT TO THE PLAN
(a) The stock issuable under the Plan shall be shares of the Company's
authorized but unissued or reacquired Common Stock. The aggregate number of
shares which may be issued under the Plan shall not exceed fifteen thousand
(15,000) shares. The total number of shares issuable under the Plan shall be
subject to adjustment from time to time in accordance with Section IV(c) of the
Plan.
(b) Should an option be terminated for any reason without being
exercised or surrendered in whole or in part (including options cancelled in
accordance with the cancellation-regrant provisions of Section VIII of the
Plan), the shares subject to the portion of the option not so exercised or
surrendered shall be available for subsequent option grants under the Plan.
Shares subject to any option or portion thereof surrendered in accordance with
Section IX of the Plan and shares
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repurchased by the Company pursuant to its repurchase rights under the Plan
shall not be available for subsequent option grants under the Plan.
(c) In the event any change is made to the Common Stock issuable under
the Plan by reason of any stock split, stock dividend, combination of shares,
exchange of shares or other change affecting the outstanding Common Stock as a
class without receipt of consideration, then appropriate adjustments will be
made to (i) the aggregate number of shares issuable under the Plan and (ii) the
number of shares and price per share of the Common Stock subject to each
outstanding option in order to prevent the dilution or enlargement of benefits
thereunder.
V. TERMS AND CONDITIONS OF OPTIONS
Options granted pursuant to the Plan shall be authorized by action of
the Plan Administrator and may, at the Plan Administrator's discretion, be
either Incentive Options or non-statutory options. Individuals who are not
employees of the Company or its parent or subsidiary corporations may only be
granted non-statutory options. Each granted option shall be evidenced by one or
more instruments in the form approved by the Plan Administrator; provided,
however, that each such instrument shall comply with and incorporate the terms
and conditions specified below. Each instrument evidencing an Incentive Option
shall, in addition, be subject to the applicable provisions of Section VI.
1. Option Price.
A. The option price per share shall be fixed by the
Plan Administrator, but, subject to the provisions of Section V.1.B below, in
no event shall the option price per share be less than eighty-five percent
(85%) of the fair market value of a share of Common Stock on the date of the
option grant.
B. If any individual to whom an option is to be
granted pursuant to the provisions of the Plan is on the date of grant the
owner of stock (as determined under Section 425(d) of the Internal Revenue
Code) possessing 10% or more of the total combined voting power of all classes
of stock of the Company or any one of its parent or subsidiary corporations
(such person to be herein referred to as a 10% Shareholder), then the option
price per share shall not be less than one hundred and ten percent (110%) of
the fair market value of one share of Common Stock on the date of grant.
C. The option price shall become immediately due
upon exercise of the option and shall, subject to the provisions of Section X
and the instrument evidencing the grant, be payable in one of the alternative
forms specified below:
(i) full payment in cash or cash
equivalents; or
(ii) full payment in shares of Common Stock
held by the optionee for the requisite period necessary to avoid a charge to
the Company's reported earnings and valued
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at fair market value on the Exercise Date (as such term is defined below) in an
amount equal to the option price; or
(iii) a combination of shares of Common
Stock held by the optionee for the requisite period necessary to avoid a charge
to the Company's reported earnings and valued at fair market value on the
Exercise Date and cash or cash equivalents, equal in the aggregate to the
option price.
For purposes of this subparagraph C, the Exercise Date shall
be the first date on which the Company shall have received both written notice
of the exercise of the option and payment of the option price for the purchased
shares.
D. The fair market value of a share of Common Stock
on any relevant date under subparagraph A, B or C above (and for all other
valuation purposes under the Plan) shall be determined in accordance with the
following provisions:
(i) If the Common Stock is not at the time
listed or admitted to trading on any stock exchange but is traded in the
over-the-counter market, the fair market value shall be the mean between the
highest bid and lowest asked prices (or, if such information is available, the
closing selling price) of one share of Common Stock on the date in question in
the over-the-counter market, as such prices are reported by the National
Association of Securities Dealers through its NASDAQ system or any successor
system. If there are no reported bid and asked prices (or closing selling
price) for the Common Stock on the date in question, then the mean between the
highest bid price and lowest asked price (or the closing selling price) on the
last preceding date for which such quotations exist shall be determinative of
fair market value.
(ii) If the Common Stock is at the time
listed or admitted to trading on any stock exchange, then the fair market value
shall be the closing selling price of one share of Common Stock on the date in
question on the stock exchange determined by the Plan Administrator to be the
primary market for the Common Stock, as such price is officially quoted in the
composite tape of transactions on such exchange. If there is no reported sale
of Common Stock on such exchange on the date in question, then the fair market
value shall be the closing selling price on the exchange on the last preceding
date for which such quotation exists.
(iii) If the Common Stock at the time is
neither listed nor admitted to trading on any stock exchange nor traded in the
over-the-counter market, then the fair market value shall be determined by the
Plan Administrator after taking into account such factors as the Plan
Administrator shall deem appropriate, including one or more independent
professional appraisals.
2. Term and Exercise of Options. Each option granted under
the Plan shall be exercisable at such time or times, during such period, and
for such number of shares as shall be determined by the Plan Administrator and
set forth in the instrument evidencing such option; provided, however, that no
such option shall have a term in excess of ten (10) years from the grant
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date and provided further, however, that no such option granted to a 10%
Shareholder shall have a term in excess of five (5) years from the grant date.
During the lifetime of the optionee, the option shall be exercisable only by
the optionee and shall not be assignable or transferable by the optionee
otherwise than by will or by the laws of descent and distribution.
3. Effect of Termination of Employment.
A. Should an optionee cease to be an Employee of the
Company for any reason (including death or permanent disability as defined in
Section 105(d)(4) of the Internal Revenue Code) while the holder of one or more
outstanding options granted to such optionee under the Plan, then such option
or options shall not (except to the extent otherwise provided pursuant to
Section XI below) remain exercisable for more than a twelve (12) month period
(or such shorter period determined by the Plan Administrator and specified in
the instrument evidencing the grant) following the date of such cessation of
Employee status; provided, however, that under no circumstances shall such
options be exercisable after the specified expiration date of the option term.
Each such option shall, during such twelve (12) month or shorter period, be
exercisable only to the extent of the number of shares (if any) for which the
option is exercisable on the date of such cessation of Employee status. Upon
the expiration of such twelve (12) month or shorter period or (if earlier) upon
the expiration of the option term, the option shall terminate and cease to be
exercisable.
B. Any option granted to an optionee under the Plan
and exercisable in whole or in part on the date of the optionee's death may be
subsequently exercised, but only to the extent of the number of shares (if any)
for which the option is exercisable on the date of the optionee's death, by the
personal representative of the optionee's estate or by the person or persons to
whom the option is transferred pursuant to the optionee's will or in accordance
with the laws of descent and distribution, provided and only if such exercise
occurs prior to the earlier of (i) the first anniversary of the date of the
optionee's death or (ii) the specified expiration date of the option term. Upon
the occurrence of the earlier event, the option shall terminate and cease to be
exercisable.
C. If (i) the optionee's status as an Employee is
terminated for misconduct (including, but not limited to, any act of
dishonesty, willful misconduct, fraud or embezzlement or any unauthorized
disclosure or use of confidential information or trade secrets) or (ii) the
optionee makes or attempts to make any unauthorized use or disclosure of
confidential information or trade secrets of the Company or its parent or
subsidiary corporations, then in any such event all outstanding options granted
the optionee under the Plan shall terminate and cease to be exercisable
immediately upon such termination of Employee status or such unauthorized use
or disclosure of confidential or secret information or attempt thereat.
D. Notwithstanding subparagraphs A and B above, the
Plan Administrator shall have complete discretion, exercisable either at the
time the option is granted or at the time the optionee ceases Employee status,
to establish as a provision applicable to the exercise of one or more options
granted under the Plan that during the limited period of exercisability
following the cessation
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of Employee status as provided in Section V.3.A above, the option may be
exercised not only with respect to the number of shares for which it is
exercisable at the time of the optionee's cessation of Employee status but also
with respect to one or more subsequent installments of purchasable shares for
which the option would otherwise have become exercisable had such cessation of
Employee status not occurred.
E. For purposes of the foregoing provisions of this
Section V.3 (and all other provisions of the Plan), the optionee shall be
deemed to be an Employee of the Company for so long as the optionee remains in
the employ of the Company or one or more of its parent or subsidiary
corporations.
F. If the option is to be granted to an individual
who is not an Employee of the Company, then the option agreement evidencing the
granted option shall include provisions comparable to subparagraphs V.3.A, B
and C above, and may include provisions comparable to subparagraphs V.3.D
above, with respect to the optionee's termination of service with the Company
or its parent or subsidiary corporations.
4. Shareholder Rights. An optionee shall have none of the
rights of a shareholder with respect to any shares covered by the option until
such individual shall have exercised the option and paid the option price.
5. Repurchase Rights. The shares of Common Stock acquired
upon the exercise of options granted under the Plan may be subject to one or
more repurchase rights of the Company in accordance with the following
provisions:
A. The Plan Administrator may in its discretion
determine that it shall be a term and condition of one or more options
exercised under the Plan that the Company (or its assignees) shall have the
right, exercisable upon the optionee's cessation of Employee or other service
status with the Company and its parent or subsidiary corporations, to
repurchase at the option price all or (at the discretion of the Company and
with the consent of the optionee) any portion of the shares of Common Stock
previously acquired by the optionee upon the exercise of such option. Any such
repurchase right shall be exercisable by the Company (or its assignees) upon
such terms and conditions (including the establishment of the appropriate
vesting schedule and other provision for the expiration of such right in one or
more installments over the optionee's period of Employee status) as the Plan
Administrator may specify in the instrument evidencing such right.
B. The Plan Administrator may assign the Company's
repurchase rights under subparagraph (a) above to any person or entity selected
by the Plan Administrator, including one or more stockholders of the Company.
If the selected assignee is other than a parent corporation of the Company,
then the assignee must make a cash payment to the Company, upon the assignment
of the repurchase rights, in an amount equal to the excess (if any) of the fair
market value of the unvested shares at the time subject to the repurchase
rights and the aggregate repurchase price payable for such unvested shares
thereunder.
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C. The Plan Administrator shall also have full power
and authority to provide for the automatic termination of the Company's
outstanding repurchase rights in whole or in part, and thereby accelerate the
vesting of any or all purchased shares, upon the occurrence of any Corporate
Transaction under Section VII.
D. The Plan Administrator may also in its discretion
establish as a term and condition of one or more options granted under the Plan
that the Company shall have a right of first refusal with respect to any
proposed sale or other disposition by the optionee (or any successor in
interest by reason of purchase, gift or other mode of transfer) of any shares
of Common Stock issued upon the exercise of such options. Any such right of
first refusal shall be exercisable by the Company (or its assignees) in
accordance with the terms and conditions set forth in the instrument evidencing
such right.
VI. INCENTIVE OPTIONS.
The terms and conditions specified below shall be applicable to all
Incentive Options granted under the Plan. Incentive Options may only be granted
to individuals who are Employees of the Company. Options which are specifically
designated as "non-statutory" options when issued under the Plan shall not be
subject to such terms and conditions.
(a) Option Price. The option price per share of the Common Stock
subject to an Incentive Option shall in no event be less than one hundred
percent (100%) of the fair market value of a share of Common Stock on the date
of grant.
(b) Dollar Limitation. The aggregate fair market value (determined as
of the respective date or dates of grant) of the Common Stock for which one or
more options granted to any Employee after December 31, 1986 under this Plan
(or any other option plan of the Company or its parent or subsidiary
corporations) may for the first time become exercisable as Incentive Options
during any one calendar year shall not exceed the sum of One Hundred Thousand
Dollars ($100,000). To the extent the Employee holds two or more such options
which become exercisable for the first time in the same calendar year, the
foregoing limitation on the exercisability thereof as Incentive Options shall
be applied on the basis of the order in which such options are granted.
Except as modified by the preceding provisions of this Section VI, all
the provisions of the Plan shall be applicable to the Incentive Options granted
hereunder.
VII. CORPORATE TRANSACTIONS
(a) In the event of any of the following transactions (a "Corporate
Transaction"):
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(i) a merger or acquisition in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the State of the Company's incorporation,
(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company or
(iii) any reverse merger in which fifty percent (50%) or more
of the Company's outstanding voting stock is transferred to different holders
in a single transaction or a series of related transactions, then the
exercisability of each option outstanding under the Plan shall be automatically
accelerated so that each such option shall, during the five (5) business day
period immediately prior to the specified effective date for the Corporate
Transaction, become fully exercisable with respect to the total number of
shares of Common Stock purchasable under such option and may be exercised for
all or any portion of such shares; provided, however, that the exercisability
as an Incentive Option of any accelerated options shall be subject to the
applicable dollar limitation of Section VI(b). However, an outstanding option
under the Plan shall not be so accelerated if and to the extent (i) such option
is, in connection with the Corporate Transaction, either to be assumed by the
successor corporation or parent thereof or be replaced with a comparable option
to purchase shares of the capital stock of the successor corporation or parent
thereof or (ii) the acceleration of such option is subject to other applicable
limitations imposed by the Plan Administrator. Upon the consummation of the
Corporate Transaction, all outstanding options under the Plan shall, to the
extent not previously exercised or assumed by the successor corporation or its
parent company, terminate and cease to be outstanding.
(b) If the Company is the surviving entity in any merger or other
business combination, then each option which remains outstanding under the Plan
immediately after such merger or other business combination shall be
appropriately adjusted to apply and pertain to the number and class of
securities which would be issuable, in consummation of such merger or business
combination, to an actual holder of the same number of shares of Common Stock
as are subject to such option immediately prior to such merger or business
combination, and appropriate adjustments shall also be made to the option price
payable per share, provided the aggregate option price payable for such option
shall remain the same. Appropriate adjustments shall also be made to the class
and number of securities available for issuance under the Plan following the
consummation of such merger or business combination.
(c) The grant of options under this Plan shall in no way affect the
right of the Company to adjust, reclassify, reorganize or otherwise change its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.
VIII. CANCELLATION AND NEW GRANT OF OPTIONS
The Plan Administrator shall have the authority to effect, at any time
and from time to time, with the consent of the affected optionees, the
cancellation of any or all outstanding options under
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the Plan and to grant in substitution therefor new options under the Plan
covering the same or different numbers of shares of Common Stock but having an
option price per share not less than eighty-five percent (85%) of fair market
value (one hundred percent (100%) of fair market value in the case of an
Incentive Option or, in the case of a 10% Shareholder, not less than one
hundred and ten percent (110%) of fair market value) on the new grant date.
IX. SURRENDER OF OPTIONS FOR CASH OR STOCK
(a) Provided and only if the Plan Administrator determines in its
discretion to implement stock appreciation right provisions of this Section IX,
one or more optionees may be granted the right, exercisable upon such terms and
conditions as the Plan Administrator may establish at the time of the option
grant or at any time thereafter, to surrender all or part of an unexercised
option under the Plan in exchange for a distribution from the Company equal in
amount to the excess of (i) the fair market value (at date of surrender) of the
number of shares in which the optionee is at the time vested under the
surrendered option or portion thereof over (ii) the aggregate option price
payable for such vested shares.
(b) No surrender of an option shall be effective hereunder unless it
is approved by the Plan Administrator. If the surrender is so approved, then
the distribution to which the optionee shall accordingly become entitled under
this Section IX may be made in shares of Common Stock valued at fair market
value at date of surrender, in cash, or partly in shares and partly in cash, as
the Plan Administrator shall in its sole discretion deem appropriate.
(c) If the surrender of an option is rejected by the Plan
Administrator, then the optionee shall retain whatever rights the optionee had
under the surrendered option (or surrendered portion thereof) on the date of
surrender and may exercise such rights at any time prior to the later of (i)
the receipt of the rejection notice or (ii) the last day on which the option is
otherwise exercisable in accordance with the terms of the instrument evidencing
such option, but in no event may such rights be exercised at any time after ten
(10) years (or five (5) years in the case of a 10% Shareholder) after the date
of the option grant.
(d) Notwithstanding the foregoing provisions of this Section IX,
should twenty-five percent (25%) or more of the Company's outstanding voting
stock be acquired, at a time when one or more classes of the Company's equity
securities are registered under Section 12(g) of the Securities Exchange Act of
1934 (as amended), pursuant to a tender or exchange offer (i) which is made by
a person or group of related persons other than the Company or a person that
directly or indirectly controls, is controlled by or is under common control
with the Company and (ii) which the Board does not recommend the Company's
shareholders to accept, then each officer or director who is at the time
subject to the short-swing profit restrictions of the Federal securities laws
shall have the right (exercisable for a period not to exceed thirty (30) days)
to surrender any or all options held by such individual under this Plan, to the
extent such options are at the time exercisable for vested shares, and receive
in exchange therefor an appreciation distribution calculated in accordance with
Section IX(a). The approval of the Board shall not be required for such
surrender, and the
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distribution to which such individual shall become entitled upon such surrender
shall be made entirely in cash.
X. LOANS OR GUARANTEE OF LOANS
The Plan Administrator may assist any optionee (including any officer
or director) in the exercise of one or more options granted to such optionee
under the Plan by (a) authorizing the extension of a loan to such optionee from
the Company, (b) permitting the optionee to pay the option price for the
purchased Common Stock in installments over a period of years or (c)
authorizing a guarantee by the Company of a third party loan to the optionee.
The terms of any loan, installment method of payment or guarantee (including
the interest rate and terms of repayment) will be established by the Plan
Administrator in its sole discretion. Loans, installment payments and
guarantees may be granted without security or collateral (other than to
optionees who are consultants or independent contractors, in which event the
loan must be adequately secured by collateral other than the purchased shares,
but the maximum credit available to the optionee shall not exceed the sum of
(i) the aggregate option price payable for the purchased shares plus (ii) any
federal and state income and employment tax liability incurred by the optionee
in connection with the exercise of the option.
XI. EXTENSION OF EXERCISE PERIOD
The Board shall have full power and authority, exercisable in its sole
discretion to extend, either at any time while the option is granted or at the
time while the option remains outstanding, the period of time for which the
option is to remain exercisable following the optionee's termination of
Employee status from the twelve (12) month or shorter period set forth in the
option agreement to such greater period of time as the Plan Administrator shall
deem appropriate; provided, however, that in no event shall such option be
exercisable after the specified expiration date of the option term.
XII. AMENDMENT OF THE PLAN
The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects whatsoever; provided, however,
that no such amendment or modification shall, without the consent of the
holders, adversely affect rights and obligations with respect to options at the
time outstanding under the Plan; and provided, further, that the Board shall
not, without the approval of the stockholders of the Company (i) increase the
maximum number of shares issuable under the Plan, except for permissible
adjustments under Section IV(c), (ii) materially modify the eligibility
requirements for the grant of options under the Plan or (iii) otherwise
materially increase the benefits accruing to participants under the Plan.
XIII. EFFECTIVE DATE AND TERM OF PLAN
(a) The Plan shall become effective when adopted by the Board, but no
option granted under the Plan shall become exercisable unless and until the
Plan shall have been approved by the
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stockholders of the Company. If such stockholder approval is not obtained
within twelve (12) months after the date of the Board's adoption of the Plan,
then all options previously granted under the Plan shall terminate and no
further options shall be granted. Subject to such limitation, the Plan
Administrator may grant options under the Plan at any time after the effective
date and before the date fixed herein for termination of the Plan.
(b) Unless sooner terminated in accordance with Section VII, the Plan
shall terminate upon the earlier of (i) the expiration of the ten (10) year
period measured from the date of the Board's adoption of the Plan or (ii) the
date on which all shares available for issuance under the Plan shall have been
issued or cancelled pursuant to the exercise or surrender of options granted
hereunder. If the date of termination is determined under clause (i) above,
then options outstanding on such date shall thereafter continue to have force
and effect in accordance with the provisions of the instruments evidencing such
options.
(c) Options may be granted under this Plan to purchase shares of
Common Stock in excess of the number of shares then available for issuance
under the Plan, provided (i) an amendment to increase the maximum number of
shares issuable under the Plan is adopted by the Board prior to the initial
grant of any such option and within one year thereafter such amendment is
approved by the stockholders of the Company and (ii) each option granted is not
to become exercisable, in whole or in part, at any time prior to the obtaining
of such stockholder approval.
XIV. USE OF PROCEEDS
Any cash proceeds received by the Company from the sale of shares
pursuant to options granted under the Plan shall be used for general corporate
purposes.
XV. REGULATORY APPROVALS
The implementation of the Plan, the granting of any option hereunder,
and the issuance of stock upon the exercise or surrender of any such option
shall be subject to the procurement by the Company of all approvals and permits
required by regulatory authorities having jurisdiction over the Plan, the
options granted under it and the stock issued pursuant to it.
XVI. FINANCIAL REPORTS
The Company shall deliver financial and other information regarding
the Company, on an annual or other periodic basis, to each individual holding
an outstanding option under the Plan, to the extent the Company is required to
provide such information pursuant to Section 260.140.41.2 of the Rules of the
California Corporations Commissioner.
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