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Exhibit 10(ii)
2001 STOCK OPTION PLAN
OF
FANZ ENTERPRISES, INC.
1. PURPOSE OF THE PLAN. This 2001 Stock Option Plan of FanZ
Enterprises, Inc. adopted on this ____ day of _________________, 2001, is
intended to enable officers and other key employees and consultants of the
Company and its Subsidiaries to acquire or increase their ownership of common
stock of the Company on reasonable terms. The opportunity so provided is
intended to foster in participants an incentive to put forth maximum effort for
the continued success and growth of the Company and its Subsidiaries, to aid in
retaining individuals who put forth such efforts, and to assist in attracting
the best available individuals to the Company and its Subsidiaries in the
future.
2. DEFINITIONS. When used herein, the following terms shall have the
meaning set forth below:
2.1 "BOARD" means the Board of Directors of FanZ Enterprises,
Inc.
2.2 "CHANGE IN CONTROL" means a change in control of the
Company as a result of the occurrence of any of the following events:
(a) any person (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) other than an Exempt
Person (an "Acquiring Person") is or becomes the beneficial
owner, directly or indirectly, of Shares of the Company
representing more than fifty percent (50%) of the combined
voting power of the Company's then outstanding voting
securities, other than either in connection with an issuance
of Shares or series of related issuances of Shares approved by
the Board (which Board must include at least a majority who
were Continuing Directors and which transaction or series of
related transactions must have been approved by a majority of
the Continuing Directors) or as the result of the reduction in
the number of issued and outstanding Shares pursuant to a
transaction or series of related transactions approved by the
Board;
(b) there shall cease to be a majority of the Board
comprised of Continuing Directors; or
(c) (i) the stockholders of the Company approve a
merger or consolidation of the Company with any other entity,
other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior
thereto continuing to represent more than fifty percent (50%)
of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after
such merger or consolidation, or (ii) the stockholders of the
Company approve a plan of complete liquidation of the Company
or an agreement for the sale or disposition by the Company of
all or substantially all the Company's assets (other than to a
more than fifty percent (50%) subsidiary or other controlled
person of the Company).
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2.3 "CODE" means the Internal Revenue Code of 1986, as
amended, as in effect at the time of reference, or any successor
revenue code which may hereafter be adopted in lieu thereof, and
reference to any specific provisions of the Code shall refer to the
corresponding provisions of the Code as it may hereafter be amended or
replaced.
2.4 "COMMITTEE" means the Compensation Committee of the Board
or any other committee appointed by the Board which is invested by the
Board with responsibility for the administration of the Plan.
2.5 "COMPANY" means FanZ Enterprises, Inc.
2.6 "CONTINUING DIRECTOR" means a director of the Company who
is not an Acquiring Person or an affiliate or associate thereof or any
of their representatives and who was either a director of the Company
before any Person became an Acquiring Person or whose nomination or
election to the Board was recommended or approved by a majority of the
then Continuing Directors or by an Exempt Person.
2.7 "EMPLOYEES" means officers (including officers who are
members of the Board), and other key employees of the Company or any of
its Subsidiaries.
2.8 "ERISA" means the Employee Retirement Income Security Act
of 1974, as in effect at the time of reference, or any successor law
which may hereafter be adopted in lieu thereof, and any reference to
any specific provisions of ERISA shall refer to the corresponding
provisions of ERISA as it may hereafter be amended or replaced.
2.9 "EXCHANGE ACT" means the Securities Exchange Act of 1934,
as in effect at the time of reference, or any successor law which may
hereafter be adopted in lieu thereof, and any reference to any specific
provisions of the Exchange Act shall refer to the corresponding
provisions of the Exchange Act as it may hereafter be amended or
replaced.
2.10 "EXEMPT PERSON" means the Company, any Subsidiary
thereof, any employee benefit plan of the Company or any Subsidiary
thereof, any entity holding Shares for or pursuant to the terms of any
such plan, and any stockholder as of the close of business on the date
the Plan is adopted by the Board or any affiliate of any such
stockholder.
2.11 "FAIR MARKET VALUE" means with respect to the Shares, the
fair market value determined in good faith by the Committee, in its
discretion, which determination may, but need not, be based on (i) the
advice of an independent financial advisor (which may be the Company's
regular outside auditors) or (ii) the last known price per Share paid
by a purchaser in an arm's length transaction; provided, however, that
if there shall be a public market for the Shares, Fair Market Value
shall mean (i) the closing price of the Shares on the principal stock
exchange on which Shares are then traded or admitted to trading, on the
last business day prior to the date on which the value is to be
determined, (ii) if no sale takes place on such
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day on any such exchange, the average of the last reported closing bid
and asked prices on such day as officially quoted on any such exchange,
or (iii) if the Shares are not then listed or admitted to trading on
any such exchange, the average of the last reported closing bid and
asked prices on such day on the over-the-counter market. For purposes
of (i) above, the National Association of Securities Dealers National
Market System shall be deemed a principal stock exchange. If there
shall be a public market for the Shares, and the foregoing references
are unavailable or inapplicable, then the Fair Market Value shall be
determined on the basis of the appropriate public market price
indicator as determined by the Committee, in its sole discretion.
Notwithstanding the foregoing, with respect to Options granted on, or
as of, the date of the closing of the Company's initial public offering
of Shares pursuant to a registration statement under the Securities Act
of 1933, as amended, which has been filed with, and declared effective
by, the Securities and Exchange Committee, Fair Market Value means the
initial price at which Shares are sold in such offering.
2.12 "INCENTIVE STOCK OPTION" means an Option intending to
meet the requirements and containing the limitations and restrictions
set forth in Section 422 of the Code and designated in the Option
Agreement as an Incentive Stock Option.
2.13 "NON-QUALIFIED STOCK OPTION" means an Option other than
an Incentive Stock Option.
2.14 "OPTION" means the right to purchase the number of
Shares specified by the Committee, at a price and for a term fixed by
the Committee, in accordance with the Plan, and subject to such other
limitations and restrictions as the Plan and the Committee may impose.
2.15 "OPTION AGREEMENT" means a written agreement in such form
as may be, from time to time, hereafter approved by the Committee,
which shall be duly executed by the Company and the Participant and
which shall set forth the terms and conditions of an Option under the
Plan.
2.16 "PARENT" means any corporation, other than the employer
corporation, in an unbroken chain of corporations ending with the
employer corporation if, at the time of the granting of the Option,
each of the corporations other than the employer corporation owns 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.
2.17 "PARTICIPANTS" means Employees and key consultants of the
Company or any of its Subsidiaries.
2.18 "PERSON" means any individual, partnership, corporation,
trust, limited liability company, or other entity.
2.19 "PLAN" means the 2001 Stock Option Plan of FanZ
Enterprises, Inc.
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2.20 "REGULATIONS T" means Part 220, chapter II, title 12 of
the Code of Federal Regulations, issued by the Board of Governors of
the Federal Reserve System pursuant to the Exchange Act as amended from
time to time, or any successor regulation which may hereafter be
adopted in lieu thereof.
2.21 "RULE 16B-3" means Rule 16b-3 of the General Rules and
Regulations of the Exchange Act, as in effect at the time of reference,
or any successor rules or regulations which may hereafter be adopted in
lieu thereof, and any reference to any specific provisions of Rule
16b-3 shall refer to the corresponding provisions of Rule 16b-3 as it
may hereafter be amended or replaced.
2.22 "SHARES" means shares of the common stock, $.01 par
value, of the Company or, if by reason of the adjustment provisions
contained herein, any rights under an Option under the Plan pertain to
any other security, such other security.
2.23 "SUBSIDIARY" OR "SUBSIDIARIES" means any corporation or
corporations other than the employer corporation in an unbroken chain
of corporations beginning with the employer corporation if each of the
corporations other than the last corporation in the unbroken chain owns
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.
2.24 "SUCCESSOR" means (i) the legal representative of the
estate of a deceased Participant, (ii) the person or persons who shall
acquire the right to exercise or receive an Option by bequest or
inheritance or by reason of the death of the Participant or (iii) the
beneficiary or beneficiaries designated by the Participant for any
Option granted to the Participant that is outstanding at the time of
his death.
2.25 "TERM" means the period during which a particular Option
may be exercised.
3. SHARES SUBJECT TO THE PLAN. There will be reserved for use, upon the
exercise of Options to be granted from time to time under the Plan, an aggregate
number of Shares equal to 9% of the number of Shares outstanding after giving
effect to closing of the Company's initial public offering with gross proceeds
of at least $10,000,000, which Shares may be, in whole or in part, as the Board
shall from time to time determine, authorized but unissued Shares, or issued
Shares which shall have been reacquired by the Company. Any Shares subject to
issuance upon exercise of Options but which are not issued because of a
surrender, lapse, expiration, forfeiture or termination of any such Option prior
to issuance of the Shares shall once again be available for issuance in
satisfaction of Options.
4. ADMINISTRATION OF THE PLAN. The Board shall be invested with the
responsibility for the administration of the Plan; provided, however, that the
Board may appoint a Committee; provided, further, however, that at such time, if
ever, that the Company becomes subject to the Exchange Act, the Board shall
appoint a Committee, which shall consist of not less than two (2)
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outside directors as defined in Treasury Regulation Section 1.162-27 who shall
also qualify as disinterested directors within the meaning of Rule 16b-3, which
shall be invested with the responsibility for the administration of the Plan;
provided further, however, that the failure to appoint a Committee satisfying
the foregoing requirement shall not affect the validity of any Options granted
under the Plan. Subject to the provisions of the Plan, the Committee shall have
full authority, in its discretion, to determine the Participants to whom Options
shall be granted, the number of Shares to be covered by each of the Options, and
the terms of any such Option; to amend or cancel Options (subject to Section 17
of the Plan); to accelerate the vesting of Options; to require the cancellation
or surrender of any previously granted awards under this Plan or any other plans
of the Company as a condition to the granting of an Option; to interpret the
Plan; to prescribe, amend and rescind rules and regulations relating to the
Plan; and generally to interpret and determine any and all matters whatsoever
relating to the administration of the Plan and the granting of Options
hereunder. The Board may from time to time appoint members to the Committee in
substitution for or in addition to members previously appointed and may fill
vacancies, however caused, in the Committee. The Committee shall select one of
its members as its chairman and shall hold its meetings at such times and places
as it shall deem advisable. A majority of its members shall constitute a quorum.
Any action of the Committee may be taken by a written instrument signed by all
of the members, and any action so taken shall be fully as effective as if it had
been taken by a vote of a majority of the members at a meeting duly called and
held. The Committee shall make such rules and regulations for the conduct of its
business as it shall deem advisable and shall appoint a Secretary who shall keep
minutes of its meetings and records of all action taken in writing without a
meeting. No member of the Committee shall be liable, in the absence of bad
faith, for any act or omission with respect to his or her service on the
Committee.
5. PARTICIPANTS TO WHOM OPTIONS MAY BE GRANTED. Options may be granted
in each calendar year or portion thereof while the Plan is in effect to such of
the Participants as the Committee, in its discretion, shall determine. In
determining the Participants to whom Options shall be granted and the number of
Shares to be issued or subject to purchase or issuance under such Options, the
Committee shall take into account the recommendations of the Company's
management as to the duties of the respective Participants, their present and
potential contributions to the success of the Company and its Subsidiaries, and
such other factors as the Committee shall deem relevant in connection with
accomplishing the purposes of the Plan; provided however, that no Incentive
Stock Option may be granted to a Participant who is not an Employee; and
provided further, however, that no Option may be granted to a member of the
Board who is not also an Employee. No Participant may receive Options to acquire
more than 50,000 Shares in any one calendar year.
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6. OPTION TERMS AND CONDITIONS.
6.1 TYPES OF OPTIONS. Options granted under the Plan may be
(i) Incentive Stock Options, (ii) Non-Qualified Stock Options, or (iii)
a combination of the foregoing. The Option Agreement shall designate
whether an Option is an Incentive Stock Option or a Non-Qualified Stock
Option and separate Option Agreements shall be issued for each type of
Option when a combination of an Incentive Stock Option and a
Non-Qualified Stock Option are granted on the same date to the same
Participant. Any Option which is designated as a Non-Qualified Stock
Option shall not be treated by the Company or the Participant to whom
the Option is granted as an Incentive Stock Option for federal income
tax purposes.
6.2 OPTION PRICE. Unless otherwise determined by the
Committee, in its sole discretion, the option price per share of any
Non-Qualified Stock Option granted under the Plan shall not be less
than the Fair Market Value of the Shares covered by the Option on the
date the Option is granted. The option price per share of any Incentive
Stock Option granted under the Plan shall not be less than the Fair
Market Value of the Shares covered by the Option on the date the Option
is granted.
Notwithstanding anything herein to the contrary, in the event
an Incentive Stock Option is granted to an Employee who, at the time
such Incentive Stock Option is granted, owns, as defined in Section 424
of the Code, stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of:
(i) the Company; or
(ii) if applicable, a Subsidiary; or
(iii) if applicable, a Parent,
then the option price per share of any Incentive Stock Option granted
to such Employee shall not be less than one hundred ten percent (110%)
of the Fair Market Value of the Shares covered by the Option on the
date the Option is granted.
6.3 TERMS OF OPTIONS. Options granted hereunder shall be
exercisable for a Term of not more than ten (10) years from the date of
grant thereof, but shall be subject to earlier termination as
hereinafter provided. Each Option Agreement issued hereunder shall
specify the term of the Option, which term shall be determined by the
Committee in accordance with its discretionary authority hereunder.
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Notwithstanding anything herein to the contrary, in the event
an Incentive Stock Option is granted to an Employee who, at the time
such Incentive Stock Option is granted, owns, as defined in Section 424
of the Code, stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of:
(i) the Company; or
(ii) if applicable, a Subsidiary; or
(iii) if applicable, a Parent,
then such Incentive Stock Option shall not be exercisable more than
five (5) years from the date of grant thereof, but shall be subject to
earlier termination as hereinafter provided.
6.4 OTHER TERMS AND CONDITIONS OF OPTIONS. Each Option or each
Option Agreement setting forth an Option shall contain such other terms
and conditions (e.g., vesting conditions) not inconsistent herewith as
shall be approved by the Committee.
7. LIMIT ON FAIR MARKET VALUE OF INCENTIVE STOCK OPTIONS. No Employee
may be granted an Incentive Stock Option hereunder to the extent that the
aggregate fair market value (such fair market value being determined as of the
date of grant of the option in question) of the stock with respect to which
incentive stock options are first exercisable by any Employee during any
calendar year (under all such plans of the Employee's employer corporation, its
Parent, if any, and its Subsidiaries, if any) exceeds One Hundred Thousand
Dollars ($100,000). For purposes of the preceding sentence, options shall be
taken into account in the order in which they were granted. Any Option granted
under the Plan which is intended to be an Incentive Stock Option, but which
exceeds the limitation set forth in this Section 7, shall be a Non-Qualified
Stock Option.
8. DATE OF GRANT. The date of grant of an Option granted hereunder
shall be the date on which the Committee acts in granting the Option or, if
later, such other date as the Committee shall specify.
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9. EXERCISE OF RIGHTS UNDER OPTIONS.
9.1 NOTICE OF EXERCISE. A Participant entitled to exercise an
Option shall do so by delivery of a written notice to that effect
specifying the number of Shares with respect to which the Option is
being exercised and any other relevant information the Committee may
require. The notice shall be accompanied by payment in full of the
purchase price of any Shares to be purchased, which payment may be made
in cash or, with the Committee's approval, in Shares that have been
held for at least six (6) months valued at their Fair Market Value on
the date of exercise or, upon the approval of the Committee, by a
combination of cash and Shares. No Shares shall be issued upon exercise
of an Option until full payment has been made therefor. All notices or
requests provided for herein shall be delivered to the Company's
President, or such other person as the Committee may designate. No
fractional Shares shall be issued.
9.2 CASHLESS EXERCISE PROCEDURES. At such time that Shares are
traded on the over-the-counter market or on any other established
securities market, the Company, in its sole discretion, may establish
procedures whereby a Participant, subject to the requirements of Rule
16b-3, Regulation T, federal income tax laws, and other federal, state
and local tax and securities laws, can exercise an Option or a portion
thereof without making a direct payment of the option price to the
Company; provided, however, that these cashless exercise procedures
shall not apply to Incentive Stock Options which are outstanding on the
date the Company establishes such procedures unless the application of
such procedures to such Options is permitted pursuant to the Code and
the regulations thereunder without affecting the Options' qualification
under Code Section 422 as Incentive Stock Options. If the Company so
elects to establish a cashless exercise program, the Company shall
determine, in its sole discretion, and from time to time, such
administrative procedures and policies as it deems appropriate and such
procedures and policies shall be binding on any Participant wishing to
utilize the cashless exercise program.
10. RIGHTS OF OPTION HOLDER. Subject to the provisions in Sections 15
and 18 of this Plan, the holder of an Option shall not have any of the rights of
a stockholder with respect to the Shares subject to purchase or receipt under
the Option, except to the extent that the holder has exercised the Option for
those Shares in accordance with the terms of the Option Agreement applicable to
such Option and paid the full exercise price for the purchased Shares to the
Company.
11. NONTRANSFERABILITY OF OPTIONS. Unless otherwise determined by the
Committee, and set forth in an Option Agreement, an Option shall not be
transferable other than: (a) by will or the laws of descent and distribution or
pursuant to any beneficiary designation in effect for said Option at the time of
the holder's death, and an Option subject to exercise may be exercised, during
the lifetime of the holder of the Option, only by the holder or in the event of
death, the holder's Successor, or in the event of disability, the holder's
personal representative, or (b) pursuant to a qualified domestic relations
order, as defined in the Code or ERISA or the rules thereunder.
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12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of changes
in all of the outstanding Shares by reason of stock dividends, stock splits,
reclassifications, recapitalizations, mergers, consolidations, combinations,
exchanges of Shares, separations, reorganizations or liquidations, or similar
events, or in the event of extraordinary cash or non-cash dividends being
declared with respect to the Shares, or similar transactions or events, the
number and class of Shares available under the Plan in the aggregate, the number
and class of Shares subject to Options theretofore granted, applicable purchase
prices and all other applicable provisions, shall, subject to the provisions of
the Plan, be equitably adjusted by the Committee (which adjustment may, but need
not, include payment to the holder of an Option, in cash or in securities, in an
amount equal to the difference between the price at which such Option may be
exercised and the then current fair market value of the Shares subject to such
Option) as equitably determined by the Committee in order to prevent the
diminution or enlargement of benefits thereunder. The foregoing adjustment and
the manner of application of the foregoing provisions shall be determined by the
Committee, in its sole discretion; provided, however, to the extent applicable,
any adjustment to an Incentive Stock Option shall be made in a manner consistent
with Section 424 of the Code. Any such adjustment may provide for the
elimination of any fractional share which might otherwise become subject to an
Option.
13. CHANGE IN CONTROL. Notwithstanding anything to the contrary in the
Plan or any Option Agreement, in the case of a Change in Control of the Company:
(a) If the Change in Control of the Company is described in
Section 2.2(a) or 2.2(b) of the Plan, the Committee may, in its
discretion, taking into account the purposes of this Plan, determine,
on a case by case basis, that each Option granted under the Plan shall,
subject to the following provisions, terminate ninety (90) days after
the Board becomes aware of the occurrence of such Change in Control
but, in the event of any such termination, an Option holder shall have
the right, commencing at least five (5) days prior to such Change in
Control and subject to any other limitation on the exercise of such
Option in effect on the date of exercise to immediately exercise any
Options in full, without regard to any vesting limitations, to the
extent they shall not have been theretofore exercised.
(b) If the Change in Control of the Company is described in
Section 2.2(c) of the Plan, then (i) the Committee shall use its best
efforts to cause the acquiring or successor entity to either assume all
outstanding Options granted under the Plan or to replace all
outstanding Options granted under the Plan with comparable options
which preserve the spread, exercise period and vesting periods of such
Options; (ii) all outstanding Options granted under the Plan that are
not so assumed or replaced with comparable options shall become
exercisable in full immediately prior to, and conditioned upon, the
closing of the transaction (a "Corporate Transaction") the approval of
which resulted in a Change in Control described in Section 2.2(c) of
the Plan and written notice of such acceleration shall be given to the
holders of all non-assumed or non-replaced Options at least ten (10)
days prior to the date of the closing of the Corporate Transaction; and
(iii) all outstanding Options granted under the Plan shall
automatically terminate upon the closing of the Corporate Transaction.
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14. FORMS OF OPTIONS. Nothing contained in the Plan nor any resolution
adopted or to be adopted by the Board or by the stockholders of the Company
shall constitute the granting of any Option. An Option shall be granted
hereunder only by action taken by the Committee in granting an Option. Whenever
the Committee shall designate a Participant for the receipt of an Option, the
Company's Secretary, or such other person as the Committee may designate, shall
forthwith send notice thereof to the Participant, in such form as the Committee
shall approve, stating the number of Shares subject to the Option, its Term, and
the other terms and conditions thereof. The notice shall be accompanied by a
written Option Agreement in such form as may from time to time hereafter be
approved by the Committee, which shall have been duly executed by or on behalf
of the Company. If the surrender of previously issued Options is made a
condition of the grant, the notice shall set forth the pertinent details of such
condition. Execution by the Participant to whom such Option is granted of said
Option Agreement in accordance with the provisions set forth in this Plan shall
be a condition precedent to the exercise or receipt of any Option.
15. TAXES. The Company shall have the right to require a person
entitled to receive Shares pursuant to the receipt, vesting or exercise of an
Option under the Plan to pay the Company the amount of any taxes which the
Company is or will be required to withhold with respect to such Shares before
the Shares are issued in such person's name. Furthermore, the Company may elect
to deduct such taxes from any other amounts then payable in cash or in Shares or
from any other amounts payable any time thereafter to the Participant. If the
Participant disposes of the Shares acquired pursuant to an Incentive Stock
Option in any transaction considered to be a disqualifying transaction under
Sections 421 and 422 of the Code, the Participant shall notify the Company of
such transfer and the Company shall have the right to deduct any taxes required
by law to be withheld from any amounts otherwise payable then or thereafter to
the Participant.
16. TERMINATION OF THE PLAN. The Plan shall terminate ten (10) years
from the date hereof, and an Option shall not be granted under the Plan after
that date although the terms of any Options may be amended at any date prior to
the end of its Term in accordance with the Plan. Any Options outstanding at the
time of termination of the Plan shall continue in full force and effect
according to the terms and conditions of the Option and this Plan.
17. AMENDMENT OF THE PLAN. The Plan may be amended at any time and from
time to time by the Board, but no amendment without the approval of the
stockholders of the Company shall be made if stockholder approval under Section
422 of the Code, Section 162(m) of the Code or Rule 16b-3 would be required.
Notwithstanding the discretionary authority granted to the Committee in Section
4 of the Plan, no amendment of the Plan or any Option granted under the Plan
shall impair any of the rights of any holder, without the holder's consent,
under any Option theretofore granted under the Plan.
18. DELIVERY OF SHARES ON EXERCISE OR GRANT. Delivery of certificates
for Shares pursuant to the exercise of an Option may be postponed by the Company
for such period as may be required for it with reasonable diligence to comply
with any applicable requirements of any federal, state or local law or
regulation or any administrative or quasi-administrative requirement applicable
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to the sale, issuance, distribution or delivery of such Shares. The Committee
may, in its sole discretion, require a Participant to furnish the Company with
appropriate representations and a written investment letter prior to the
exercise of an Option or the delivery of any Shares pursuant to an Option.
19. FEES AND COSTS. The Company shall pay all original issue taxes on
the issuance or exercise of any Option granted under the Plan and all other fees
and expenses necessarily incurred by the Company in connection therewith.
20. EFFECTIVENESS OF THE PLAN. The Plan shall become effective when
approved by the Board. The Plan shall thereafter be submitted to the Company's
stockholders for approval and unless the Plan is approved either (i) by the
affirmative votes of the holders of shares having a majority of the voting power
of all shares represented at a meeting duly held in accordance with Delaware law
within twelve (12) months after being approved by the Board or (ii) by a written
consent in accordance with Delaware law within twelve (12) months after being
approved by the Board, the Plan and all Options granted thereunder will be null
and void and of no force and effect.
21. OTHER PROVISIONS. As used in the Plan, and in Options and other
documents prepared in implementation of the Plan, references to the masculine
pronoun shall be deemed to refer to the feminine or neuter, and references in
the singular or the plural shall refer to the plural or the singular, as the
identity of the person or persons or entity or entities being referred to may
require. The captions used in the Plan and in such Options and other documents
prepared in implementation of the Plan are for convenience only and shall not
affect the meaning of any provision hereof or thereof.
22. DELAWARE LAW TO GOVERN. This Plan shall be governed by and
construed in accordance with the laws of the State of Delaware.
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