AMERICAN NATIONAL FINANCIAL, INC.
1998 STOCK INCENTIVE PLAN
This 1998 STOCK INCENTIVE PLAN (the "Plan") is hereby established by AMERICAN
NATIONAL FINANCIAL, INC., a California corporation (the "Company"), and
adopted by its Board of Directors as of the ____ day of ___________________,
1998 (the "Effective Date").
ARTICLE 1.
PURPOSES OF THE PLAN
1.1 PURPOSES. The purposes of the Plan are (a) to enhance the
Company's ability to attract and retain the services of qualified employees,
officers and directors (including non-employee officers and directors), and
consultants and other service providers upon whose judgment, initiative and
efforts the successful conduct and development of the Company's business
largely depends, and (b) to provide additional incentives to such persons or
entities to devote their utmost effort and skill to the advancement and
betterment of the Company, by providing them an opportunity to participate in
the ownership of the Company and thereby have an interest in the success and
increased value of the Company.
ARTICLE 2.
DEFINITIONS
For purposes of this Plan, the following terms shall have the meanings
indicated:
2.1 ADMINISTRATOR. "Administrator" means the Board or, if the Board
delegates responsibility for any matter to the Committee, the term
Administrator shall mean the Committee.
2.2 AFFILIATED COMPANY. "Affiliated Company" means any subsidiary of
the Company, any business venture which the Company has a significant
interest, as determined at the discretion of the Administrator. However, for
purposes of eligibility to receive Incentive Options, "Affiliated Company"
means any "parent corporation" or "subsidiary corporation" of the Company,
whether now existing or hereafter created or acquired, as those terms are
defined in Sections 424(e) and 424(f) of the Code, respectively.
2.3 BOARD. "Board" means the Board of Directors of the Company.
2.4 CHANGE IN CONTROL. "Change in Control" shall mean (i) the
acquisition, directly or indirectly, by any person or group (within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended) of the beneficial ownership of securities of the Company possessing
more than fifty percent (50%) of the total combined voting power of all
outstanding securities of the Company; (ii) a merger or consolidation in
which the Company is not the surviving entity, except for a transaction in
which the holders of the outstanding voting securities of the Company
immediately prior to such merger or consolidation hold, in the aggregate,
securities possessing more than fifty percent (50%) of the total combined
voting power of all outstanding voting securities of the surviving entity
immediately after such merger or consolidation; (iii) a reverse merger in
which the Company is the surviving entity but in which securities possessing
more than fifty percent (50%) of the total combined voting power of all
outstanding voting securities of the Company are transferred to or acquired
by a person or persons different from the persons holding those securities
immediately prior to such merger; (iv) the sale, transfer or other
disposition (in one transaction or a series of related transactions) of all
or substantially all of the assets of the Company; or (v) the approval by the
shareholders of a plan or proposal for the liquidation or dissolution of the
Company.
2.5 CODE. "Code" means the Internal Revenue Code of 1986, as amended
from time to time.
2.6 COMMITTEE. "Committee" means a committee of two or more members
of the Board appointed to administer the Plan, as set forth in Section 7.1
hereof.
2.7 COMMON STOCK. "Common Stock" means the Common Stock, no par
value, subject to adjustment pursuant to Section 4.2 hereof.
2.8 DISABILITY. "Disability" means permanent and total disability as
defined in Section 22(e)(3) of the Code. The Administrator's determination
of a Disability or the absence thereof shall be conclusive and binding on all
interested parties.
2.9 EFFECTIVE DATE. "Effective Date" means the date on which the
Plan is adopted by the Board, as set forth on the first page hereof.
2.10 EXERCISE PRICE. "Exercise Price" means the purchase price per
share of Common Stock payable upon exercise of an Option.
2.11 FAIR MARKET VALUE. "Fair Market Value" on any given date means
the value of one share of Common Stock, determined as follows:
(a) If the Common Stock is then listed or admitted to trading on
a national stock exchange or a NASDAQ market system which reports closing
sale prices, the Fair Market Value shall be the closing sale price on the
date of valuation on the principal stock exchange or NASDAQ market system on
which the Common Stock is then listed or admitted to trading, or, if no
closing sale price is quoted on such day, then the Fair Market Value shall be
the closing sale price of the Common Stock on such exchange or NASDAQ market
system on the next preceding day for which a closing sale price is reported.
(b) If the Common Stock is not then listed or admitted to
trading on a national stock exchange or NASDAQ market system which reports
closing sale prices, the Fair Market Value shall be the average of the
closing bid and asked prices of the Common Stock in the over-the-counter
market on the date of valuation.
(c) If neither (a) nor (b) is applicable as of the date of
valuation, then the Fair Market Value shall be determined by the
Administrator in good faith using any reasonable method of valuation, which
determination shall be conclusive and binding on all interested parties.
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2.12 INCENTIVE OPTION. "Incentive Option" means any Option designated
and qualified as an "incentive stock option" as defined in Section 422 of the
Code.
2.13 INCENTIVE OPTION AGREEMENT. "Incentive Option Agreement" means
an Option Agreement with respect to an Incentive Option.
2.14 NASD DEALER. "NASD Dealer" means a broker-dealer that is a
member of the National Association of Securities Dealers, Inc.
2.15 NONQUALIFIED OPTION. "Nonqualified Option" means any Option that
is not an Incentive Option. To the extent that any Option designated as an
Incentive Option fails in whole or in part to qualify as an Incentive Option,
including, without limitation, for failure to meet the limitations applicable
to a 10% Shareholder or because it exceeds the annual limit provided for in
Section 5.6 below, it shall to that extent constitute a Nonqualified Option.
2.16 NONQUALIFIED OPTION AGREEMENT. "Nonqualified Option Agreement"
means an Option Agreement with respect to a Nonqualified Option.
2.17 OFFEREE. "Offeree" means a Participant to whom a Right to
Purchase has been offered or who has acquired Restricted Stock under the Plan.
2.18 OPTION. "Option" means any option to purchase Common Stock
granted pursuant to the Plan.
2.19 OPTION AGREEMENT. "Option Agreement" means the written agreement
entered into between the Company and the Optionee with respect to an Option
granted under the Plan.
2.20 OPTIONEE. "Optionee" means a Participant who holds an Option.
2.21 PARTICIPANT. "Participant" means an individual or entity who
holds an Option, a Right to Purchase or Restricted Stock under the Plan.
2.22 PURCHASE PRICE. "Purchase Price" means the purchase price per
share of Restricted Stock payable upon acceptance of a Right to Purchase.
2.23 RESTRICTED STOCK. "Restricted Stock" means shares of Common
Stock issued pursuant to Article 6 hereof, subject to any restrictions and
conditions as are established pursuant to such Article 6.
2.24 RIGHT TO PURCHASE. "Right to Purchase" means a right to purchase
Restricted Stock granted to an Offeree pursuant to Article 6 hereof.
2.25 SERVICE PROVIDER. "Service Provider" means a consultant or other
person or entity who provides services to the Company or an Affiliated
Company and who the Administrator authorizes to become a Participant in the
Plan.
2.26 STOCK PURCHASE AGREEMENT. "Stock Purchase Agreement" means the
written
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agreement entered into between the Company and the Offeree with respect to a
Right to Purchase offered under the Plan.
2.27 10% SHAREHOLDER. "10% Shareholder" means a person who, as of a
relevant date, owns or is deemed to own (by reason of the attribution rules
applicable under Section 424(d) of the Code) stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company or
of an Affiliated Company.
ARTICLE 3.
ELIGIBILITY
3.1 INCENTIVE OPTIONS. Officers and other key employees of the
Company or of an Affiliated Company (including members of the Board if they
are employees of the Company or of an Affiliated Company) are eligible to
receive Incentive Options under the Plan.
3.2 NONQUALIFIED OPTIONS AND RIGHTS TO PURCHASE. Officers and other
key employees of the Company or of an Affiliated Company, members of the
Board (whether or not employed by the Company or an Affiliated Company), and
Service Providers are eligible to receive Nonqualified Options or Rights to
Purchase under the Plan.
3.3 LIMITATION ON SHARES. In no event shall any Participant be
granted Options or Rights to Purchase in any one calendar year pursuant to
which the aggregate number of shares of Common Stock that may be acquired
thereunder exceeds 300,000 shares.
ARTICLE 4.
PLAN SHARES
4.1 SHARES SUBJECT TO THE PLAN. A total of 650,000 shares of Common
Stock, plus, on the date of each annual meeting of the stockholders an
additional 200,000 shares of Common Stock, may be issued under the Plan
subject to adjustment as to the number and kind of shares pursuant to Section
4.2 hereof. For purposes of this limitation, in the event that (a) all or
any portion of any Option or Right to Purchase granted or offered under the
Plan can no longer under any circumstances be exercised, or (b) any shares of
Common Stock are reacquired by the Company pursuant to an Incentive Option
Agreement, Nonqualified Option Agreement or Stock Purchase Agreement, the
shares of Common Stock allocable to the unexercised portion of such Option or
such Right to Purchase, or the shares so reacquired, shall again be available
for grant or issuance under the Plan.
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4.2 CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding
shares of Common Stock are hereafter increased or decreased or changed into
or exchanged for a different number or kind of shares or other securities of
the Company by reason of a recapitalization, stock split, combination of
shares, reclassification, stock dividend, or other change in the capital
structure of the Company, then appropriate adjustments shall be made by the
Administrator to the aggregate number and kind of shares subject to this
Plan, and the number and kind of shares and the price per share subject to
outstanding Option Agreements, Rights to Purchase and Stock Purchase
Agreements in order to preserve, as nearly as practical, but not to increase,
the benefits to Participants.
ARTICLE 5.
OPTIONS
5.1 OPTION AGREEMENT. Each Option granted pursuant to this Plan
shall be evidenced by an Option Agreement which shall specify the number of
shares subject thereto, the Exercise Price per share, and whether the Option
is an Incentive Option or Nonqualified Option. As soon as is practical
following the grant of an Option, an Option Agreement shall be duly executed
and delivered by or on behalf of the Company to the Optionee to whom such
Option was granted. Each Option Agreement shall be in such form and contain
such additional terms and conditions, not inconsistent with the provisions of
this Plan, as the Administrator shall, from time to time, deem desirable,
including, without limitation, the imposition of any rights of first refusal
and resale obligations upon any shares of Common Stock acquired pursuant to
an Option Agreement. Each Option Agreement may be different from each other
Option Agreement.
5.2 EXERCISE PRICE. The Exercise Price per share of Common Stock
covered by each Option shall be determined by the Administrator, subject to
the following: (a) the Exercise Price of an Incentive Option shall not be
less than 100% of Fair Market Value on the date the Incentive Option is
granted, and (b) if the person to whom an Incentive Option is granted is a
10% Shareholder on the date of grant, the Exercise Price shall not be less
than 110% of Fair Market Value on the date the Option is granted.
5.3 PAYMENT OF EXERCISE PRICE. Payment of the Exercise Price shall
be made upon exercise of an Option and may be made, in the discretion of the
Administrator, subject to any legal restrictions, by: (a) cash; (b) check;
(c) the surrender of shares of Common Stock owned by the Optionee that have
been held by the Optionee for at least six (6) months, which surrendered
shares shall be valued at Fair Market Value as of the date of such exercise;
(d) the Optionee's promissory note in a form and on terms acceptable to the
Administrator; (e) the cancellation of indebtedness of the Company to the
Optionee; (f) the waiver of compensation due or accrued to the Optionee for
services rendered; (g) provided that a public market for the Common Stock
exists, a "same day sale" commitment from the Optionee and an NASD Dealer
whereby the Optionee irrevocably elects to exercise the Option and to sell a
portion of the shares so purchased to pay for the Exercise Price and whereby
the NASD Dealer irrevocably commits upon receipt of such shares to forward
the Exercise Price directly to the Company; (h) provided that a public market
for the Common Stock exists, a "margin" commitment from the Optionee and an
NASD Dealer whereby the Optionee irrevocably elects to exercise the Option
and to pledge the shares so purchased to the NASD Dealer in a margin account
as security for a loan from the NASD Dealer in the amount of the Exercise
Price, and whereby the NASD Dealer irrevocably commits upon receipt of such
shares to forward the Exercise Price directly to the Company; or (i) any
combination of the foregoing methods of payment or any other
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consideration or method of payment as shall be permitted by applicable
corporate law.
5.4 TERM AND TERMINATION OF OPTIONS. The term and provisions for
termination of each Option shall be as fixed by the Administrator, but no
Option may be exercisable more than ten (10) years after the date it is
granted. An Incentive Option granted to a person who is a 10% Shareholder on
the date of grant shall not be exercisable more than five (5) years after the
date it is granted.
5.5 VESTING AND EXERCISE OF OPTIONS. Each Option shall vest and
become exercisable in one or more installments at such time or times and
subject to such conditions, including without limitation the achievement of
specified performance goals or objectives, as shall be determined by the
Administrator.
5.6 ANNUAL LIMIT ON INCENTIVE OPTIONS. To the extent required for
"incentive stock option" treatment under Section 422 of the Code, the
aggregate Fair Market Value (determined as of the time of grant) of the
Common Stock shall not, with respect to which Incentive Options granted under
this Plan and any other plan of the Company or any Affiliated Company become
exercisable for the first time by an Optionee during any calendar year,
exceed $100,000.
5.7 NONTRANSFERABILITY OF OPTIONS. Except as otherwise provided by
the Administrator, no Option shall be assignable or transferable except by
will or the laws of descent and distribution, and during the life of the
Optionee shall be exercisable only by such Optionee.
5.8 RIGHTS AS SHAREHOLDER. An Optionee or permitted transferee of an
Option shall have no rights or privileges as a shareholder with respect to
any shares covered by an Option until such Option has been duly exercised and
certificates representing shares purchased upon such exercise have been
issued to such person.
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ARTICLE 6.
RIGHTS TO PURCHASE
6.1 NATURE OF RIGHT TO PURCHASE. A Right to Purchase granted to an
Offeree entitles the Offeree to purchase, for a Purchase Price determined by
the Administrator, shares of Common Stock subject to such terms, restrictions
and conditions as the Administrator may determine at the time of grant
("Restricted Stock"). Such conditions may include, but are not limited to,
continued employment or the achievement of specified performance goals or
objectives.
6.2 ACCEPTANCE OF RIGHT TO PURCHASE. An Offeree shall have no rights
with respect to the Restricted Stock subject to a Right to Purchase unless
the Offeree shall have accepted the Right to Purchase within ten (10) days
(or such longer or shorter period as the Administrator may specify) following
the grant of the Right to Purchase by making payment of the full Purchase
Price to the Company in the manner set forth in Section 6.3 hereof and by
executing and delivering to the Company a Stock Purchase Agreement. Each
Stock Purchase Agreement shall be in such form, and shall set forth the
Purchase Price and such other terms, conditions and restrictions of the
Restricted Stock, not inconsistent with the provisions of this Plan, as the
Administrator shall, from time to time, deem desirable. Each Stock Purchase
Agreement may be different from each other Stock Purchase Agreement.
6.3 PAYMENT OF PURCHASE PRICE. Subject to any legal restrictions,
payment of the Purchase Price upon acceptance of a Right to Purchase
Restricted Stock may be made, in the discretion of the Administrator, by:
(a) cash; (b) check; (c) the surrender of shares of Common Stock owned by the
Offeree that have been held by the Offeree for at least six (6) months, which
surrendered shares shall be valued at Fair Market Value as of the date of
such exercise; (d) the Offeree's promissory note in a form and on terms
acceptable to the Administrator; (e) the cancellation of indebtedness of the
Company to the Offeree; (f) the waiver of compensation due or accrued to the
Offeree for services rendered; or (g) any combination of the foregoing
methods of payment or any other consideration or method of payment as shall
be permitted by applicable corporate law.
6.4 RIGHTS AS A SHAREHOLDER. Upon complying with the provisions of
Section 6.2 hereof, an Offeree shall have the rights of a shareholder with
respect to the Restricted Stock purchased pursuant to the Right to Purchase,
including voting and dividend rights, subject to the terms, restrictions and
conditions as are set forth in the Stock Purchase Agreement. Unless the
Administrator shall determine otherwise, certificates evidencing shares of
Restricted Stock shall remain in the possession of the Company until such
shares have vested in accordance with the terms of the Stock Purchase
Agreement.
6.5 RESTRICTIONS. Shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered or disposed of except
as specifically provided in the Stock Purchase Agreement. In the event of
termination of a Participant's employment, service as a director of the
Company or Service Provider status for any reason whatsoever (including death
or Disability), the Stock Purchase Agreement may provide, in the discretion
of the Administrator, that the Company shall have the right, exercisable at
the discretion of the Administrator, to repurchase (i) at the original
Purchase Price, any shares of Restricted Stock which have not vested as of
the date of termination, and (ii) at Fair Market Value, any shares of
Restricted Stock which have vested as of such date, on such
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terms as may be provided in the Stock Purchase Agreement.
6.6 VESTING OF RESTRICTED STOCK. The Stock Purchase Agreement shall
specify the date or dates, the performance goals or objectives which must be
achieved, and any other conditions on which the Restricted Stock may vest.
6.7 DIVIDENDS. If payment for shares of Restricted Stock is made by
promissory note, any cash dividends paid with respect to the Restricted Stock
may be applied, in the discretion of the Administrator, to repayment of such
note.
6.8 NONASSIGNABILITY OF RIGHTS. No Right to Purchase shall be
assignable or transferable except by will or the laws of descent and
distribution or as otherwise provided by the Administrator.
ARTICLE 7.
ADMINISTRATION OF THE PLAN
7.1 ADMINISTRATOR. Authority to control and manage the operation and
administration of the Plan shall be vested in the Board, which may delegate
such responsibilities in whole or in part to a committee consisting of two
(2) or more members of the Board (the "Committee"). Members of the Committee
may be appointed from time to time by, and shall serve at the pleasure of,
the Board. As used herein, the term "Administrator" means the Board or, with
respect to any matter as to which responsibility has been delegated to the
Committee, the term Administrator shall mean the Committee.
7.2 POWERS OF THE ADMINISTRATOR. In addition to any other powers or
authority conferred upon the Administrator elsewhere in the Plan or by law,
the Administrator shall have full power and authority: (a) to determine the
persons to whom, and the time or times at which, Incentive Options or
Nonqualified Options shall be granted and Rights to Purchase shall be
offered, the number of shares to be represented by each Option and Right to
Purchase and the consideration to be received by the Company upon the
exercise thereof; (b) to interpret the Plan; (c) to create, amend or rescind
rules and regulations relating to the Plan; (d) to determine the terms,
conditions and restrictions contained in, and the form of, Option Agreements
and Stock Purchase Agreements; (e) to determine the identity or capacity of
any persons who may be entitled to exercise a Participant's rights under any
Option or Right to Purchase under the Plan; (f) to correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in any
Option Agreement or Stock Purchase Agreement; (g) to accelerate the vesting
of any Option or release or waive any repurchase rights of the Company with
respect to Restricted Stock; (h) to extend the exercise date of any Option or
acceptance date of any Right to Purchase; (i) to provide for rights of first
refusal and/or repurchase rights; (j) to amend outstanding Option Agreements
and Stock Purchase Agreements to provide for, among other things, any change
or modification which the Administrator could have provided for upon the
grant of an Option or Right to Purchase or in furtherance of the powers
provided for herein; and (k) to make all other determinations necessary or
advisable for the administration of the Plan, but only to the extent not
contrary to the express provisions of the Plan. Any action, decision,
interpretation or determination made in good faith by the Administrator in
the exercise of its authority conferred upon it under the Plan shall be final
and binding on the Company and all Participants.
7.3 LIMITATION ON LIABILITY. No employee of the Company or member of
the Board or
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Committee shall be subject to any liability with respect to duties under the
Plan unless the person acts fraudulently or in bad faith. To the extent
permitted by law, the Company shall indemnify each member of the Board or
Committee, and any employee of the Company with duties under the Plan, who
was or is a party, or is threatened to be made a party, to any threatened,
pending or completed proceeding, whether civil, criminal, administrative or
investigative, by reason of such person's conduct in the performance of
duties under the Plan.
ARTICLE 8.
CHANGE IN CONTROL
8.1 CHANGE IN CONTROL. In order to preserve a Participant's rights
in the event of a Change in Control of the Company, (i) the time period
relating to the exercise or realization of all outstanding Options, Rights to
Purchase and Restricted Stock shall automatically accelerate immediately
prior to the consummation of such Change in Control, and (ii) with respect to
Options and Rights to Purchase, the Administrator in its discretion may, at
any time an Option or Right to Purchase is granted, or at any time
thereafter, take one or more of the following actions: (A) provide for the
purchase or exchange of each Option or Right to Purchase for an amount of
cash or other property having a value equal to the difference, or spread,
between (x) the value of the cash or other property that the Participant
would have received pursuant to such Change in Control transaction in
exchange for the shares issuable upon exercise of the Option or Right to
Purchase had the Option or Right to Purchase been exercised immediately prior
to such Change in Control transaction and (y) the Exercise Price of such
Option or the Purchase Price under such Right to Purchase, (B) adjust the
terms of the Options and Rights to Purchase in a manner determined by the
Administrator to reflect the Change in Control, (C) cause the Options and
Rights to Purchase to be assumed, or new rights substituted therefor, by
another entity, through the continuance of the Plan and the assumption of
outstanding Options and Rights to Purchase, or the substitution for such
Options and Rights to Purchase of new options and new rights to purchase of
comparable value covering shares of a successor corporation, with appropriate
adjustments as to the number and kind of shares and Exercise Prices, in which
event the Plan and such Options and Rights to Purchase, or the new options
and rights to purchase substituted therefor, shall continue in the manner and
under the terms so provided, or (D) make such other provision as the
Administrator may consider equitable. If the Administrator does not take any
of the forgoing actions, all Options and Rights to Purchase shall terminate
upon the consummation of the Change in Control, unless the Common Stock
remains listed or admitted to trading on a national stock exchange or a
NASDAQ market system. The Administrator shall cause written notice of the
proposed Change in Control transaction to be given to all Participants not
less than fifteen (15) days prior to the anticipated effective date of the
proposed transaction.
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ARTICLE 9.
AMENDMENT AND TERMINATION OF THE PLAN
9.1 AMENDMENTS. The Board may from time to time alter, amend,
suspend or terminate the Plan in such respects as the Board may deem
advisable. The Board may alter or amend the Plan to comply with requirements
under the Code relating to Incentive Options or other types of options which
give Optionees more favorable tax treatment than that applicable to Options
granted under this Plan as of the date of its adoption. Upon any such
alteration or amendment, any outstanding Option granted hereunder may, if the
Administrator so determines and if permitted by applicable law, be subject to
the more favorable tax treatment afforded to an Optionee pursuant to such
terms and conditions.
9.2 PLAN TERMINATION. Unless the Plan shall theretofore have been
terminated, the Plan shall terminate on the tenth (10th) anniversary of the
Effective Date and no Options or Rights to Purchase may be granted under the
Plan thereafter, but Option Agreements, Stock Purchase Agreements and Rights
to Purchase then outstanding shall continue in effect in accordance with
their respective terms.
ARTICLE 10.
TAX WITHHOLDING
10.1 WITHHOLDING. The Company shall have the power to withhold, or
require a Participant to remit to the Company, an amount sufficient to
satisfy any applicable Federal, state, and local tax withholding requirements
with respect to any Options exercised or Restricted Stock issued under the
Plan. To the extent permissible under applicable tax, securities and other
laws, the Administrator may, in its sole discretion and upon such terms and
conditions as it may deem appropriate, permit a Participant to satisfy his or
her obligation to pay any such tax, in whole or in part, up to an amount
determined on the basis of the highest marginal tax rate applicable to such
Participant, by (a) directing the Company to apply shares of Common Stock to
which the Participant is entitled as a result of the exercise of an Option or
as a result of the purchase of or lapse of restrictions on Restricted Stock
or (b) delivering to the Company shares of Common Stock owned by the
Participant. The shares of Common Stock so applied or delivered in
satisfaction of the Participant's tax withholding obligation shall be valued
at their Fair Market Value as of the date of measurement of the amount of
income subject to withholding.
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ARTICLE 11.
MISCELLANEOUS
11.1 BENEFITS NOT ALIENABLE. Other than as provided above, benefits
under the Plan may not be assigned or alienated, whether voluntarily or
involuntarily. Any unauthorized attempt at assignment, transfer, pledge or
other disposition shall be without effect.
11.2 NO ENLARGEMENT OF EMPLOYEE RIGHTS. This Plan is strictly a
voluntary undertaking on the part of the Company and shall not be deemed to
constitute a contract between the Company and any Participant to be
consideration for, or an inducement to, or a condition of, the employment of
any Participant. Nothing contained in the Plan shall be deemed to give the
right to any Participant to be retained as an employee of the Company or any
Affiliated Company or to limit the right of the Company or any Affiliated
Company to discharge any Participant at any time.
11.3 APPLICATION OF FUNDS. The proceeds received by the Company from
the sale of Common Stock pursuant to Option Agreements and Stock Purchase
Agreements, except as otherwise provided herein, will be used for general
corporate purposes.
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