CONNECTICUT VALLEY SPORTS, INC.
1997 STOCK OPTION PLAN
As adopted August 14, 1997
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1. PURPOSE OF PLAN; ADMINISTRATION
1.1 Purpose.
Connecticut Valley Sports, Inc. 1997 Stock Option Plan I (hereinafter, the
"Plan") is hereby established to grant to officers and other employees of
Connecticut Valley Sports, Inc. (the "Company") or of its parents or
subsidiaries (as defined in Sections 424(e) and (f), respectively, of the
Internal Revenue Code of 1986, as amended (the "Code")), if any (individually
and collectively, the Company"), and to non-employee directors, consultants
and advisors and other persons who may perform significant services for or on
behalf of the Company, a favorable opportunity to acquire common stock,
$.0001 par value ("Common Stock"), of the Company and, thereby, to create an
incentive for such persons to remain in the employ of or provide services to
the Company and to contribute to its success.
The Company may grant under the Plan both incentive stock options within
the meaning of Section 422 of the Code ("Incentive Stock Options") and stock
options that do not qualify for treatment as Incentive Stock Options
("Nonstatutory Options"). Unless expressly provided to the contrary herein,
all references herein to "options,' shall include both incentive Stock
Options and Nonstatutory Options.
1.2 Administration.
The Plan shall be administered by the Board of Directors of the Company
(the "Board"), if each member is a "Non-Employee Director" within the meaning
of Rule 16b-3 under the Securities Exchange Act of 1934, as amended ("Rule
16b3"), or a committee (the "Committee") of two or more directors, each of
whom is a Non-Employee Director. Appointment of Committee members shall be
effective upon acceptance of appointment. Committee members may resign at
any time by delivering written notice to the Board. Vacancies in the
Committee may be filled by the Board.
A majority of the members of the Committee shall constitute a quorum for
the purposes of the Plan. Provided a quorum is present, the Committee may
take action by affirmative vote or consent of a majority of its members
present at a meeting. Meetings may be held telephonically as long as all
members are able to hear one another, and a member of the Committee shall be
deemed to be present for this purpose if he or she is in simultaneous
communication by telephone with the other members who are able to hear one
another. In lieu of action at a meeting, the Committee may act by written
consent of a majority of its members.
Subject to the express provisions of the Plan, the Committee shall have
the authority to construe and interpret the Plan and all Stock Option
Agreements (as defined in Section 3.4) entered into pursuant hereto and to
define the terms used therein, to prescribe, adopt, amend and rescind rules
and regulations relating to the administration of the Plan and to make all
other
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determinations necessary or advisable for the administration of the Plan;
provided, however, that the Committee may delegate nondiscretionary
administrative duties to such employees of the Company as it deems proper;
and, provided, further, in its absolute discretion, the Board may at any time
and from time to time exercise any and all rights and duties of the Committee
under the Plan. Subject to the express limitations of the Plan, the
Committee shall designate the individuals from among the class of persons
eligible to participate as provided in Section 1.3 who shall receive options,
whether an optionee will receive Incentive Stock Options or Nonstatutory
Options, or both, and the amount, price, restrictions and all other terms and
provisions of such options (which need not be identical).
Members of the Committee shall receive such compensation for their
services as members as may be determined by the Board. All expenses and
liabilities which members of the Committee incur in connection with the
administration of this Plan shall be borne by the Company. The Committee
may, with the approval of the Board, employ attorneys, consultants,
accountants, appraisers, brokers or other persons. The Committee, the
Company and the Company's officers and directors shall be entitled to rely
upon the advice, opinions or valuations of any such persons. No members of
the Committee or Board shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan,
and all members of the Committee shall be fully protected by the Company in
respect of any such action, determination or interpretation.
1.3 Participation.
Officers and other employees of the Company, non-employee directors,
consultants and advisors and other persons who may perform significant
services on behalf of the Company shall be eligible for selection to
participate in the Plan upon approval by the Committee; provided, however,
that only "employees" (within the meaning of Section 3401(c) of the Code) of
the Company shall be eligible for the grant of Incentive Stock Options. An
individual who has been granted an option may, if otherwise eligible, be
granted additional options if the Committee shall so determine. No person is
eligible to participate in the Plan by matter of right; only those eligible
persons who are selected by the Committee in its discretion shall participate
in the Plan.
1.4 Stock Subject to the Plan.
Subject to adjustment as provided in Section 3.5, the stock to be offered
under the Plan shall be shares of authorized but unissued Common Stock,
including any shares repurchased under the terms of the Plan or any Stock
Option Agreement entered into pursuant hereto. The cumulative aggregate
number of shares of Common Stock to be issued under the Plan shall not exceed
600,000, subject to adjustment as set forth in Section 3.5.
If any option granted hereunder shall expire or terminate for any reason
without having been fully exercised, the unpurchased shares subject thereto
shall again be available for the purposes of the Plan. For purposes of this
Section 1.4, where the exercise price of options is paid
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by means of the grantee's surrender of previously owned shares of Common
Stock, only the net number of additional shares issued and which remain
outstanding in connection with such exercise shall be deemed "issued" for
purposes of the Plan.
2. STOCK OPTIONS
2.1 Exercise Price; Payment.
(a) The exercise price of each Incentive Stock Option granted under the
Plan shall be determined by the Committee, but shall not be less than 100% of
the "Fair Market Value" (as defined below) of Common Stock on the date of
grant. If an Incentive Stock Option is granted to an employee who at the
time such option is granted owns (within the meaning of section 424(d) of the
Code) more than 10% of the total combined voting power of all classes of
capital stock of the Company, the option exercise price shall be at least
110% of the Fair Market Value of . Common Stock on the date of grant. The
exercise price of each Non-statuatory Option shall be determined by the
Committee, but shall not be less than 85% of the Fair Market Value. The
status of each option granted under the Plan as either an Incentive Stock
Option or a Nonstatutory Option shall be determined by the Committee at the
time the Committee acts to grant the option, and shall be clearly identified
as such in the Stock Option Agreement relating thereto.
"Fair Market Value" for purposes of the Plan shall mean: (i) the closing
price of a share of Common Stock on the principal exchange on which shares of
Common Stock are then trading, if any, on the day immediately preceding the
date of grant, or, if shares were not traded on the day preceding such date
of grant, then on the next preceding trading day during which a sale
occurred; or (ii) if Common Stock is not traded on an exchange but is quoted
on Nasdaq or a successor quotation system, (1) the last sales price (if
Common Stock is then listed on the Nasdaq Stock Market) or (2) the mean
between the closing representative bid and asked price (in all other cases)
for Common Stock on the day prior to the date of grant as reported by Nasdaq
or such successor quotation system; or (iii) if there is no listing or
trading of Common Stock either on a national exchange or over-the-counter,
that price determined in good faith by the Committee to be the fair value per
share of Common Stock, based upon such evidence as it deems necessary or
advisable.
(b) In the discretion of the Committee at the time the option is
exercised, the exercise price of any option granted under the Plan shall be
paid in full in cash, by check or by the optionee's interest-bearing
promissory note (subject to any limitations of applicable state corporations
law) delivered at the time of exercise; provided, however, that subject to
the timing requirements of Section 2.7, in the discretion of the Committee
and upon receipt of all regulatory approvals, the person exercising the
option may deliver as payment in whole or in part of such exercise price
certificates for Common Stock of the Company (duly endorsed or with duly
executed stock powers attached), which shall be valued at its Fair Market
Value on the day of exercise of the option, or other property deemed
appropriate by the Committee; and, provided further, that, subject to Section
422 of the Code, so-called cashless exercises as permitted under applicable
rules and regulations of the Securities and Exchange Commission and the
Federal
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Reserve Board shall be permitted in the discretion of the Committee. Without
limiting the Committee's discretion in this regard, consecutive book entry
stock-for-stock exercises of options (or "pyramiding") also are permitted in
the Committee's discretion.
Irrespective of the form of payment, the delivery of shares issuable upon
the exercise of an option shall be conditioned upon payment by the optionee
to the Company of amounts sufficient to enable the Company to pay all
federal, state, and local withholding taxes resulting, in the Company's
judgment, from the exercise. In the discretion of the Committee, such
payment to the Company may be effected through (i) the Company's withholding
from the number of shares of Common Stock that would otherwise be delivered
to the optionee by the Company on exercise of the option a number of shares
of Common Stock equal in value (as determined by the Fair Market Value of
Common Stock on the date of exercise) to the aggregate withholding taxes,
(ii) payment by the optionee to the Company of the aggregate withholding
taxes in cash, (iii) withholding by the Company from other amounts
contemporaneously owed by the Company to the optionee, or (iv) any
combination of these three methods, as determined by the Committee in its
discretion.
2.2 Option Period.
(a) The Committee shall provide, in the terms of each Stock Option
Agreement, when the option subject to such agreement expires and becomes
unexercisable, but in no event will an Incentive Stock Option granted under
the Plan be exercisable after the expiration of ten years from the date it is
granted. Without limiting the generality of the foregoing, the Committee may
provide in the Stock Option Agreement that the option subject thereto expires
30 days following a Termination of Employment (as defined in Section 3.2
hereof) for any reason other than death or disability, or six months
following a Termination of Employment for disability or following an
optionee's death.
(b) Outside Date for Exercise. Notwithstanding any provision of this
Section 2.2, in no event shall any option granted under the Plan be exercised
after the expiration date of such option set forth in the applicable Stock
Option Agreement.
2.3 Exercise of Options.
Each option granted under the Plan shall become exercisable and the total
number of shares subject thereto shall be purchasable, in a lump sum or in
such installments, which need not be equal, as the Committee shall determine;
provided, however, that each option shall become exercisable in full no later
than ten years after such option is granted, and each option shall become
exercisable as to at least 10% of the shares of Common Stock covered thereby
on each anniversary of the date such option is granted; and provided,
further, that if the holder of an option shall not in any given installment
period purchase all of the shares which such holder is entitled to purchase
in such installment period, such holder's right to purchase any shares not
purchased in such installment period shall continue until the expiration or
sooner termination of such holder's option. The Committee may, at any time
after grant of the option and from time to time, increase
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the number of shares purchasable in any installment, subject to the total
number of shares subject to the option and the limitations set forth in
Section 2.5. At any time and from time to time prior to the time when any
exercisable option or exercisable portion thereof becomes unexercisable under
the Plan or the applicable Stock Option Agreement, such option or portion
thereof may be exercised in whole or in part; provided, however, that the
Committee may, by the terms of the option, require any partial exercise to be
with respect to a specified minimum number of shares. No option or
installment thereof shall be exercisable except with respect to whole shares.
Fractional share interests shall be disregarded, except that they may be
accumulated as provided above and except that if such a fractional share
interest constitutes the total shares of Common Stock remaining available for
purchase under an option at the time of exercise, the optionee shall be
entitled to receive on exercise a certified or bank cashier's check in an
amount equal to the Fair Market Value of such fractional share of stock.
2.4 Transferability of Options.
Except as the Committee may determine as aforesaid, an option granted
under the Plan shall, by its terms, be nontransferable by the optionee other
than by will or the laws of descent and distribution, or pursuant to a
qualified domestic relations order (as defined by the Code), and shall be
exercisable during the optionee's lifetime only by the optionee or by his or
her guardian or legal representative. More particularly, but without
limiting the generality of the immediately preceding sentence, an option may
not be assigned, transferred (except as provided in the preceding sentence),
pledged or hypothecated (whether by operation of law or otherwise), and shall
not be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of any
option contrary to the provisions of the Plan and the applicable Stock Option
Agreement, and any levy of any attachment or similar process upon an option,
shall be null and void, and otherwise without effect, and the Committee may,
in its sole discretion, upon the happening of any such event, terminate such
option forthwith.
2.5 Limitation on Exercise of Incentive Stock Options.
To the extent that the aggregate Fair Market Value (determined on the date
of grant as provided in Section 2.1 above) of the Common Stock with respect
to which Incentive Stock Options granted hereunder (together with all other
Incentive Stock Option plans of the Company) are exercisable for the first
time by an optionee in any calendar year under the Plan exceeds $100,000,
such options granted hereunder shall be treated as Nonstatutory Options to
the extent required by Section 422 of the Code. The rule set forth in the
preceding sentence shall be applied by taking options into account in the
order in which they were granted.
2.6 Disqualifying Dispositions of Incentive Stock Options.
If Common Stock acquired upon exercise of any Incentive Stock Option is
disposed of in a disposition that, under Section 422 of the Code,
disqualifies the option holder from the application of Section 421(a) of the
Code, the holder of the Common Stock immediately before
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the disposition shall comply with any requirements imposed by the Company in
order to enable the Company to secure the related income tax deduction to
which it is entitled in such event.
2.7 Certain Timing Requirements.
At the discretion of the Committee, shares of Common Stock issuable to the
optionee upon exercise of an option may be used to satisfy the option
exercise price or the tax withholding consequences of such exercise, in the
case of persons subject to Section 16 of the Securities Exchange Act of 1934,
as amended, only (i) during the period beginning on the third business day
following the date of release of the quarterly or annual summary statement of
sales and earnings of the Company and ending on the twelfth business day
following such date or (ii) pursuant to an irrevocable written election by
the optionee to use shares of Common Stock issuable to the optionee upon
exercise of the option to pay all or part of the option price or the
withholding taxes made at least six months prior to the payment of such
option price or withholding taxes.
2.8 No Effect on Employment.
Nothing in the Plan or in any Stock Option Agreement hereunder shall
confer upon any optionee any right to continue in the employ of the Company,
any Parent Corporation or any subsidiary or shall interfere with or restrict
in any way the rights of the Company, its Parent Corporation and its
Subsidiaries, which are hereby expressly reserved, to discharge any optionee
at any time for any reason whatsoever, with or without cause.
For purposes of the Plan, "Parent Corporation" shall mean any corporation
in an unbroken chain of corporations ending with the Company if each of the
corporations other than the Company then owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain. For purposes of the Plan, "Subsidiary" shall
mean any corporation in an unbroken chain of corporations beginning with the
Company if each of the corporations other than the last corporation in the
unbroken chain then owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.
3. OTHER PROVISIONS
3.1 Sick Leave and Leaves of Absence.
Unless otherwise provided in the Stock Option Agreement, and to the extent
permitted by Section 422 of the Code, an optionee's employment shall not be
deemed to terminate by reason of sick leave, military leave or other leave of
absence approved by the Company if the period of any such leave does not
exceed a period approved by the Company, or, if longer, if the optionee's
right to reemployment by the Company is guaranteed either contractually or by
statute. A Stock Option Agreement may contain such additional or different
provisions with respect to leave of absence as the Committee may approve,
either at the time of grant of an option or at a later time.
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3.2 Termination of Employment.
For purposes of the Plan "Termination of Employment," shall mean the time
when the employee-employer relationship between the optionee and the Company,
any Subsidiary or any Parent Corporation is terminated for any reason,
including, but not by way of limitation, a termination by resignation,
discharge, death, disability or retirement; but excluding (i) terminations
where there is a simultaneous reemployment or continuing employment of an
optionee by the Company, any Subsidiary or any Parent Corporation, (ii) at
the discretion of the Committee, terminations which result in a temporary
severance of the employee-employer relationship, and (iii) at the discretion
of the Committee, terminations which are followed by the simultaneous
establishment of a consulting relationship by the Company, a Subsidiary or
any Parent Corporation with the former employee. Subject to Section 3.1, the
Committee, in its absolute discretion, shall determine the affect of all
matters and questions relating to Termination of Employment; provided,
however, that, with respect to Incentive Stock Options, a leave of absence or
other change in the employee-employer relationship shall constitute a
Termination of Employment if, and to the extent that such leave of absence or
other change interrupts employment for the purposes of Section 422(a)(2) of
the Code and the then-applicable regulations and revenue rulings under said
Section.
3.3 Issuance of Stock Certificates.
Upon exercise of an option, the Company shall deliver to the person
exercising such option a stock certificate evidencing the shares of Common
Stock acquired upon exercise. Notwithstanding the foregoing, the Committee in
its discretion may require the Company to retain possession of any
certificate evidencing stock acquired upon exercise of an option which
remains subject to repurchase under the provisions of the Stock Option
Agreement or any other agreement signed by the optionee in order to
facilitate such repurchase provisions.
3.4 Terms and Conditions of Options.
Each option granted under the Plan shall be evidenced by a written Stock
Option Agreement ("Stock Option Agreement") between the option holder and the
Company providing that the option is subject to the terms and conditions of
the Plan and to such other terms and conditions not inconsistent therewith as
the Committee may deem appropriate in each case.
3.5 Adjustments Upon Changes in Capitalization; Merger and Consolidation.
If the outstanding shares of Common Stock are changed into, or exchanged
for cash or a different number or kind of shares or securities of the Company
or of another corporation through reorganization, merger, recapitalization,
reclassification, stock split-up, reverse stock split, stock dividend, stock
consolidation, stock combination, stock reclassification or similar
transaction, an appropriate adjustment shall be made by the Committee in the
number and kind of shares as to
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which options may be granted. In the event of such a change or exchange,
other than for shares or securities of another corporation or by reason of
reorganization, the Committee shall also make a corresponding adjustment
changing the number or kind of shares and the exercise price per share
allocated to unexercised options or portions thereof, which shall have been
granted prior to any such change, shall likewise be made. Any such
adjustment, however, shall be made without change in the total price
applicable to the unexercised portion of the option (except for any change in
the aggregate price resulting from rounding-off of share quantities or
prices).
In the event of a "spin-off" or other substantial distribution of assets
of the Company which has a material diminutive effect upon the Fair Market
Value of the Common Stock, the Committee in its discretion shall make an
appropriate and equitable adjustment to the exercise prices of options then
outstanding under the Plan.
Where an adjustment under this Section 3.5 of the type described above is
made to an Incentive Stock Option, the adjustment will be made in a manner
which will not be considered a "modification" under the provisions of
subsection 424(b)(3) of the Code.
In connection with the dissolution or liquidation of the Company or a
partial liquidation involving 50% or more of the assets of the Company, a
reorganization of the Company in which another entity is the survivor, a
merger or reorganization of the Company under which more than 50% of the
Common Stock outstanding prior to the merger or reorganization is converted
into cash or into a security of another entity, a sale of more than 50% of
the Company's assets, or a similar event that the Committee determines, in
its discretion, would materially alter the structure of the Company or its
ownership, the Committee, upon 30 days prior written notice to the option
holders, may, in its discretion, do one or more of the following: (i) shorten
the period during which options are exercisable (provided they remain
exercisable for at least 30 days after the date the notice is given); (ii)
accelerate any vesting schedule to which an option is subject; (iii) arrange
to have the surviving or successor entity grant replacement options with
appropriate adjustments in the number and kind of securities and option
prices, or (iv) cancel options upon payment to the option holders in cash,
with respect to each option to the extent then exercisable (including any
options as to which the exercise has been accelerated as contemplated in
clause (ii) above), of any amount that is the equivalent of the Fair Market
Value of the Common Stock (at the effective time of the dissolution,
liquidation, merger, reorganization, sale or other event) or the fair market
value of the option. In the case of a change in corporate control, the
Committee may, in considering the advisability or the terms and conditions of
any acceleration of the exercisability of any option pursuant to this Section
3.5, take into account the penalties that may result directly or indirectly
from such acceleration to either the Company or the option holder, or both,
under Section 280G of the Code, and may decide to limit such acceleration to
the extent necessary to avoid or mitigate such penalties or their effects.
No fractional share of Common Stock shall be issued under the Plan on
account of any adjustment under this Section 3.5.
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3.6 Rights of Participants and Beneficiaries.
The Company shall pay all amounts payable hereunder only to the option
holder or beneficiaries entitled thereto pursuant to the Plan. The Company
shall not be liable for the debts, contracts or engagements of any optionee
or his or her beneficiaries, and rights to cash payments under the Plan may
not be taken in execution by attachment or garnishment, or by any other legal
or equitable proceeding while in the hands of the Company.
3.7 Government Regulations.
The Plan, and the grant and exercise of options and the issuance and
delivery of shares of Common Stock under options granted hereunder, shall be
subject to compliance with all applicable federal and state laws, rules and
regulations (including but not limited to state and federal securities law)
and federal margin requirements and to such approvals by any listing,
regulatory or governmental authority as may, in the opinion of counsel for
the Company, be necessary or advisable in connection therewith. Any
securities delivered under the Plan shall be subject to such restrictions,
and the person acquiring such securities shall, if requested by the Company,
provide such assurances and representations to the Company as the Company may
deem necessary or desirable to assure compliance with all applicable legal
requirements. To the extent permitted by applicable law, the Plan and
options granted hereunder shall be deemed amended to the extent necessary to
conform to such laws, rules and regulations.
3.8 Amendment and Termination.
The Board or the Committee may at any time suspend, amend or terminate the
Plan and may, with the consent of the option holder, make such modifications
of the terms and conditions of such option holder's option as it shall deem
advisable, provided, however, that, without approval of the Company's
stockholders given within twelve months before or after the action by the
Board or the Committee, no action of the Board or the Committee may, (A)
materially increase the benefits accruing to participants under the Plan; (B)
materially increase the number of securities which may be issued under the
Plan; or (C) materially modify the requirements as to eligibility for
participation in the Plan. No option may be granted during any suspension of
the Plan or after such termination. The amendment, suspension or termination
of the Plan shall not, without the consent of the option holder affected
thereby, alter or impair any rights or obligations under any option
theretofore granted under the Plan. No option way be granted during any
period of suspension nor after termination of the Plan, and in no event may
any option be granted under the Plan after the expiration of ten years from
the date the Plan is adopted by the Board.
3.9 Time of Grant And Exercise of Option.
An option shall be deemed to be exercised when the Secretary of the
Company receives written notice from an option holder of such exercise,
payment of the exercise price determined pursuant to Section 2.1 of the Plan
and set forth in the Stock Option Agreement, and all
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representations, indemnifications and documents reasonably requested by the
Committee.
3.10 Privileges of Stock Ownership; Non-Distributive Intent; Reports to
Option Holders.
A participant in the Plan shall not be entitled to the privilege of stock
ownership as to any shares of Common Stock not actually issued to the
optionee. Upon exercise of an option at a time when there is not in effect
under the Securities Act of 1933, as amended, a Registration Statement
relating to the Common Stock issuable upon exercise or payment therefor and
available for delivery a Prospectus meeting the requirements of Section
10(a)(3) of said Act, the optionee shall represent and warrant in writing to
the Company that the shares purchased are being acquired for investment and
not with a view to the distribution thereof.
The Company shall furnish to each optionee under the Plan the Company's
annual report and such other periodic reports, if any, as are disseminated by
the Company in the ordinary course to its stockholders.
3.11 Legending Share Certificates.
In order to enforce any restrictions imposed upon Common Stock issued upon
exercise of an option granted under the Plan or to which such Common Stock
may be subject, the Committee may cause a legend or legends to be placed on
any share certificates representing such Common Stock, which legend or
legends shall make appropriate reference to such restrictions, including, but
not limited to, a restriction against sale of such Common Stock for any
period of time as may be required by applicable laws or regulations. If any
restriction with respect to which a legend was placed on any certificate
ceases to apply to Common Stock represented by such certificate, the owner of
the Common Stock represented by such certificate may require the Company to
cause the issuance of a new certificate not bearing the legend.
Additionally, and not by way of limitation, the Committee may impose such
restrictions on any Common Stock issued pursuant to the Plan as it may deem
advisable, including, without limitation, restrictions under the requirements
of any stock exchange upon which Common Stock is then traded.
3.12 Use of Proceeds.
Proceeds realized pursuant to the exercise of options under the Plan shall
constitute general funds of the Company.
3.13 Changes in Capital Structure; No Impediment to Corporate Transactions.
The existence of outstanding options under the Plan shall not affect the
Company's right to effect adjustments, recapitalizations, reorganizations or
other changes in its or any other corporation's capital structure or
business, any merger or consolidation, any issuance of bonds,
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debentures, preferred or prior preference stock ahead of or affecting Common
Stock, the dissolution or liquidation of the Company's or any other
corporation's assets or business, or any other corporate act, whether similar
to the events described above or otherwise.
3.14 Effective Date of the Plan.
The Plan shall be effective as of the date of its approval by the
stockholders of the Company within twelve months after the date of the
Board's initial adoption of the Plan. Options may be granted but not
exercised prior to stockholder approval of the Plan. If any options are so
granted and stockholder approval shall not have been obtained within twelve
months of the date of adoption of this Plan by the Board of Directors, such
options shall terminate retroactively as of the date they were granted.
3.15 Termination.
The Plan shall terminate automatically as of the close of business on the
day preceding the tenth anniversary date of its adoption by the Board or
earlier as provided in Section 3.8. Unless otherwise provided herein, the
termination of the Plan shall not affect the validity of any option agreement
outstanding at the date of such termination.
3.16 No Effect on Other Plans.
The adoption of the Plan shall not affect any other compensation or
incentive plans in effect for the Company, any Subsidiary or any Parent
Corporation. Nothing in the Plan shall be construed to limit the right of the
Company (i) to establish any other forms of incentives or compensation for
employees of the Company, any Subsidiary or any Parent Corporation or (ii) to
grant or assume options or other rights otherwise than under the Plan in
connection with any proper corporate purpose including but not by way of
limitation, the grant or assumption of options in connection with the
acquisition by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, partnership, firm or
association.
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