Exhibit 4.1
BLYTH INDUSTRIES, INC.
1994 EMPLOYEE STOCK OPTION PLAN
(AMENDED AND RESTATED AS OF SEPTEMBER 8, 1999)
1. PURPOSE OF THE PLAN.
The purpose of the amended and restated BLYTH INDUSTRIES, INC. 1994
EMPLOYEE STOCK OPTION PLAN (the "Plan") is (i) to further the growth and
success of Blyth Industries, Inc., a Delaware corporation (the "Company"),
and its Subsidiaries (as hereinafter defined) by enabling officers and
employees of the Company and any of its Subsidiaries to acquire shares of
Common Stock, $.02 par value (the "Common Stock"), of the Company, thereby
increasing their personal interest in such growth and success, and (ii) to
provide a means of rewarding outstanding performance by such persons to the
Company and/or its Subsidiaries. Options granted under the Plan may be either
"incentive stock options" ("ISOs"), intended to qualify as such under the
provisions of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), or non-qualified stock options ("NSOs"). For purposes of the
Plan, the terms "Parent" and "Subsidiary" shall mean "Parent Corporation" and
"Subsidiary Corporation", respectively, as such terms are defined in Sections
424(e) and (f) of the Code. Unless the context otherwise requires, any ISO or
NSO shall hereinafter be referred to as an "Option".
This amended and restated Plan amends Section 6(b)(i).
2. ADMINISTRATION OF THE PLAN.
(a) STOCK OPTION COMMITTEE.
So long as the Plan shall be required to comply with Rule 16b- 3 ("Rule
16b-3") promulgated by the Securities and Exchange Commission (the "SEC")
under the Securities Exchange Act of 1934, as amended (the "1934 Act"), in
order to permit transactions pursuant to the Plan by officers and employee
directors of the Company to be exempt from the provisions of Section 16(b) of
the 1934 Act, the Plan shall be administered by a committee (the "Committee")
consisting of two or more directors appointed to such Committee from time to
time by the Board of Directors of the Company (the "Board"), and each member
of the Committee, at the effective date of his or her appointment to the
Committee, shall be a "non-employee director" within the meaning of Rule
16b-3. The members of the Committee may be removed at any time either with or
without cause by the Board. Any vacancy on the Committee, whether due to
action of the Board or any other cause, shall be filled by the Board. The
term "Committee" shall, for all purposes of the Plan other than this Section
2, be deemed to refer to the Board if the Board is administering the Plan.
(b) PROCEDURES.
The Committee shall from time to time select a Chairman from among its
members and shall adopt such rules and regulations as it shall deem
appropriate concerning the holding of meetings and the administration of the
Plan. A majority of the entire Committee shall constitute a quorum and the
actions of a majority of the members of the Committee present at a meeting at
which a quorum is present, or actions approved in writing by all of the
members of the Committee, shall be the actions of the Committee; PROVIDED,
HOWEVER, that if the Committee consists of only two members, both shall be
required to constitute a quorum and to act at a meeting or to approve actions
in writing.
(c) INTERPRETATION.
Except as otherwise expressly provided in the Plan, the Committee shall
have all powers with respect to the administration of the Plan, including,
without limitation, full power and authority to interpret the provisions of
the Plan and any Option Agreement (as defined in Section 5(b)), and to
resolve all questions arising under the Plan. All decisions of the Board or
the Committee, as the case may be, shall be conclusive and binding on all
participants in the Plan.
3. SHARES OF STOCK SUBJECT TO THE PLAN.
(a) NUMBER OF SHARES.
Subject to the provisions of Section 9 (relating to adjustments upon
changes in capital structure and other corporate transactions), the number of
shares of Common Stock subject at any one time to Options granted under the
Plan, plus the number of shares of Common Stock theretofore issued and
delivered pursuant to the exercise of Options granted under the Plan, shall
not exceed 1,880,000 shares. If and to the extent that Options granted under
the Plan terminate, expire or are cancelled without having been fully
exercised, new Options may be granted under the Plan with respect to the
shares of Common Stock covered by the unexercised portion of such terminated,
expired or cancelled Options.
(b) CHARACTER OF SHARES.
The shares of Common Stock issuable upon exercise of an Option granted
under the Plan shall be (i) authorized but unissued shares of Common Stock,
(ii) shares of Common Stock held in the Company's treasury or (iii) a
combination of the foregoing.
(c) RESERVATION OF SHARES.
The number of shares of Common Stock reserved for issuance under the Plan
shall at no time be less than the maximum number of shares which may be
purchased at any time pursuant to outstanding Options.
4. ELIGIBILITY.
(a) GENERAL.
Options may be granted by the Committee under the Plan only to persons
who are officers or employees (including directors who are officers or
employees) of the Company or any of its Subsidiaries. Options granted under
the Plan shall be, in the discretion of the Committee, either ISOs or NSOs.
Notwithstanding the foregoing, Options may be conditionally granted to
persons who are prospective employees of the Company or any of its
Subsidiaries; PROVIDED, HOWEVER, that any such conditional grant of an ISO to
a prospective employee shall, by its terms, become effective no earlier than
the date on which such person actually becomes an employee.
(b) EXCEPTIONS.
Notwithstanding anything contained in Section 4(a) to the contrary:
(i) no ISO may be granted under the Plan to an
employee who owns, directly or indirectly (within the meaning of
Sections 422(b)(6) and 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 its Parent or Subsidiaries, if any, unless (A) the Option
Price (as defined in Section 6(a)) of the shares of Common Stock
subject to such ISO is fixed at not less than 110% of the Fair Market
Value on the date of grant (as determined in accordance with Section
6(b)) of such shares and (B) such ISO, by its terms, is not exercisable
after the expiration of five years from the date it is granted; and
(ii) no Option may be granted to a person (A) who has
been appointed pursuant to Section 2(a) to serve on the Committee
effective as of a future date at any time during the period from the
date such appointment is made to the date such appointment is to become
effective or (B) who is serving as a member of the Committee.
5. GRANT OF OPTIONS.
(a) GENERAL.
Options may be granted under the Plan at any time and from time to time
on or prior to the Expiration Date (as defined in Section 12). Subject to the
provisions of the Plan, the Committee shall have plenary authority, in its
discretion, to determine:
(i) the persons (from among the class of persons
eligible to receive Options under the Plan) to whom Options shall be
granted (the "Optionees");
(ii) the time or times at which Options shall be
granted;
(iii) the number of shares subject to each Option;
(iv) the Option Price of the shares subject to each
Option, which price shall be not less than the minimum specified in
Section 4(b)(i) or 6(a) (as applicable); and
(v) the time or times when, or the occurrence of the
event or events upon which, each Option shall become exercisable and
the duration of the exercise period.
(b) OPTION AGREEMENTS.
Each Option granted under the Plan shall be designated as an ISO or an
NSO and shall be subject to the terms and conditions applicable to ISOs
and/or NSOs (as the case may be) set forth in the Plan. In addition, each
Option shall be evidenced by a written agreement (an "Option Agreement"),
containing such terms and conditions and in such form, not inconsistent with
the Plan, as the Committee shall, in its discretion, provide. Each Option
Agreement shall be executed by the Company and the Optionee.
(c) NO EVIDENCE OF EMPLOYMENT.
Nothing contained in the Plan or in any Option Agreement shall confer
upon any Optionee any right with respect to the continuation of his or her
employment by the Company or any of its Subsidiaries or interfere in any way
with the right of the Company or any such Subsidiary (subject to the terms of
any separate agreement to the contrary), at any time to terminate such
employment or to increase or decrease the compensation of the Optionee from
the rate in existence at the time of the grant of an Option.
(d) DATE OF GRANT.
The date of grant of an Option under the Plan shall be the date as of
which the Committee approves the grant; PROVIDED, HOWEVER, that in the case
of an ISO, the date of grant
shall in no event be earlier than the date as of which the Optionee becomes
an employee of the Company or one of its Subsidiaries.
6. OPTION PRICE.
(a) GENERAL.
Subject to Section 9, the price (the "Option Price") at which each share
of Common Stock subject to an Option granted under the Plan may be purchased
shall be determined by the Committee at the time the Option is granted;
PROVIDED, HOWEVER, that in the case of an ISO (subject to Section 4(b)(i)) or
an NSO, such Option Price shall in no event be less than 100% of the Fair
Market Value on the date of grant (as determined in accordance with Section
6(b)) of such share of Common Stock; and PROVIDED FURTHER, HOWEVER, that, in
the case of an Option granted effective on the Effective Date (as defined in
Section 7(a)), such Option Price shall be the initial public offering price
per share of the Common Stock.
(b) DETERMINATION OF FAIR MARKET VALUE.
Subject to the requirements of Section 422 of the Code, for purposes of
the Plan, the "Fair Market Value" of shares of Common Stock shall be equal to:
(i) if such shares are publicly traded, such price as
may be determined based upon a reasonable method of fair market
valuation using market quotations adopted in good faith by the
Committee for any given grant or set of grants, provided such method of
valuation is permitted by applicable law; or
(ii) if there is no public trading market for such
shares, the fair value of such shares on the date of grant as
determined by the Committee after taking into consideration all factors
which it deems appropriate, including, without limitation, recent sale
and offer prices of the Common Stock in private transactions negotiated
at arms' length.
Anything contained in the Plan to the contrary notwithstanding, all
determinations pursuant to Section 6(b)(ii) shall be made without regard to
any restriction other than a restriction which, by its terms, will never lapse
(c) REPRICING OF NSOS.
Subsequent to the date of grant of any NSO, the Committee may, at its
discretion and with the consent of the Optionee, establish a new Option Price
for such NSO so as to increase or decrease the Option Price of such NSO.
7. EXERCISABILITY OF OPTIONS.
(a) COMMITTEE DETERMINATION.
Each Option granted under the Plan shall be exercisable at such time or
times, or upon the occurrence of such event or events, and for such number of
shares subject to the Option, as shall be determined by the Committee and set
forth in the Option Agreement evidencing such Option; PROVIDED, HOWEVER, that
no Option granted under the Plan shall be exercisable during the 180-day
period immediately following the effective date (the "Effective Date") of the
registration statement filed by the Company under the Securities Act of 1933,
as amended (the "Securities Act"), in connection with the initial public
offering of the Common Stock. Subject to the proviso of the immediately
preceding sentence, if an Option is not at the time of grant immediately
exercisable, the Committee may (i) in the Option Agreement evidencing such
Option, provide for the acceleration of the exercise date or dates of the
subject Option upon the occurrence of specified events and/or (ii) at any
time prior to the complete termination of such Option, accelerate the
exercise date or dates of such Option.
(b) AUTOMATIC TERMINATION OF OPTION.
The unexercised portion of any Option granted under the Plan shall
automatically terminate and shall become null and void and be of no further
force or effect upon the first to occur of the following:
(i) the tenth anniversary of the date on which such
Option is granted or, in the case of any ISO granted to a person
described in Section 4(b)(i), the fifth anniversary of the date on
which such ISO is granted;
(ii) the expiration of such period of time or the
occurrence of such event as the Committee in its discretion may provide
in the Option Agreement;
(iii) the effective date of a Corporate Transaction
(as defined in Section 9(b)) to which Section 9(b)(ii) (relating to
assumptions and substitutions of Options) does not apply; PROVIDED,
HOWEVER, that an Optionee's right to exercise any Option outstanding
prior to such effective date shall in all events be suspended during
the period commencing 10 days prior to the proposed effective date of
such Corporate Transaction and ending on either the actual effective
date of such Corporate Transaction or upon receipt of notice from the
Company that such Corporate Transaction will not in fact occur; and
(iv) except to the extent permitted by Section
9(b)(ii), the date on which an Option or any part thereof or right or
privilege relating thereto is transferred (otherwise than by will or
the laws of descent and distribution), assigned, pledged, hypothecated,
attached or otherwise disposed of by the Optionee.
Anything contained in the Plan to the contrary notwithstanding, unless
otherwise provided in an Option Agreement, no Option granted under the Plan
shall be affected by any change of duties or position of the Optionee
(including a transfer to or from the Company or one of its Subsidiaries), so
long as such Optionee continues to be an officer or employee of the Company
or one of its Subsidiaries.
(c) LIMITATIONS ON EXERCISE.
Anything contained in the Plan to the contrary notwithstanding, an ISO
granted under the Plan to an Optionee shall not be exercisable to the extent
that the aggregate Fair Market Value on the date of grant of such ISO (as
determined in accordance with Section 6(b)) of all stock with respect to
which incentive stock options are exercisable for the first time by such
Optionee during any calendar year (under all plans of the Company and its
Subsidiaries) exceeds $100,000.
8. PROCEDURE FOR EXERCISE.
(a) PAYMENT.
At the time an Option is granted under the Plan, the Committee shall, in
its discretion, specify one or more of the following forms of payment which
may be used by an Optionee upon exercise of his Option:
(i) cash or personal or certified check payable to
the Company in an amount equal to the aggregate Option Price of the
shares with respect to which the Option is being exercised;
(ii) stock certificates (in negotiable form)
representing whole shares of Common Stock having a Fair Market Value on
the date of exercise (as determined in accordance with Section 6(b) as
if the date of exercise were the date of grant) equal to the aggregate
Option Price of the shares with respect to which the Option is being
exercised;
(iii) (x) by arrangements which are acceptable to the
Committee whereby the Optionee delivers irrevocable instructions to a
broker promptly to deliver to the Company the amount of sale proceeds
from the sale of shares subject to the Option as is necessary to pay
the Option Price and, unless otherwise allowed by the Committee, any
applicable tax withholding obligation (provided that, in the case of an
ISO, if this form of payment is approved by the Committee, and if this
form of payment is utilized by the Optionee, a Disqualifying
Disposition (as defined in Section 15 below) will be deemed to have
occurred) or (y) in compliance with any other cashless exercise program
authorized by the Company for use in connection with the Plan at the
time of such exercise (provided that, in the case of an ISO, if this
form of payment is approved by the Committee, and if
this form of payment is utilized by the Optionee, a Disqualifying
Disposition may be deemed to have occurred); or
(iv) a combination of the methods set forth in
clauses (i) (ii) and (iii);
(b) NOTICE.
An Optionee (or other person, as provided in Section 10(b)) may exercise
an Option granted under the Plan in whole or in part (but for the purchase of
whole shares only), as provided in the Option Agreement evidencing his or her
Option, by delivering a written notice (the "Notice") to the Secretary of the
Company. The Notice shall:
(i) state that the Optionee elects to exercise the
Option;
(ii) state the number of shares with respect to which
the Option is being exercised (the "Optioned Shares");
(iii) state the method of payment for the Optioned
Shares (which method must be available to the Optionee under the terms
of his or her Option Agreement);
(iv) state the date upon which the Optionee desires
to consummate the purchase (which date must be prior to the termination
of such Option and no later than 30 days from the delivery of such
Notice);
(v) include any representations of the Optionee
required pursuant to Section 10(a);
(vi) if the Option is exercised pursuant to Section
10(b) by any person other than the Optionee, include evidence to the
satisfaction of the Committee of the right of such person to exercise
the Option; and
(vii) include such further provisions consistent with
the Plan as the Committee may from time to time require.
The exercise date of an Option shall be the date on which the Company
receives the Notice from the Optionee.
Within 30 days of the exercise of the Option, the Optionee shall deliver
to the Company a copy of any election filed by the Optionee with the Internal
Revenue Service under Section 83(b) of the Code.
(c) ISSUANCE OF CERTIFICATES.
The Company shall issue a stock certificate in the name of the Optionee
(or such other person exercising the Option in accordance with the provisions
of Section 10(b)) for the
Optioned Shares as soon as practicable after receipt of the Notice and
payment of the aggregate Option Price for such shares. Neither the Optionee
nor any person exercising an Option in accordance with the provisions of
Section 10(b) shall have any privileges as a stockholder of the Company with
respect to any shares of stock subject to an Option granted under the Plan
until the date of issuance of a stock certificate pursuant to this Section
8(c).
9. ADJUSTMENTS.
(a) CHANGES IN CAPITAL STRUCTURE
Subject to Section 9(b), if the Common Stock is changed by reason of a
stock split, reverse stock split, stock dividend or recapitalization, or
converted into or exchanged for other securities as a result of a merger,
consolidation or reorganization, the Committee shall make such adjustments in
the number and class of shares of stock with respect to which Options may be
granted under the Plan as shall be equitable and appropriate in order to make
such Options, as nearly as may be practicable, equivalent to such Options
immediately prior to such change. A corresponding adjustment changing the
number and class of shares allocated to, and the Option Price of, each Option
or portion thereof outstanding at the time of such change shall likewise be
made. Anything contained in the Plan to the contrary notwithstanding, in the
case of ISOs, no adjustment under this Section 9(a) shall be appropriate if
such adjustment (i) would constitute a modification, extension or renewal of
such ISOs within the meaning of Sections 422 and 424 of the Code, and the
regulations promulgated by the Treasury Department thereunder, or (ii) would,
under Section 422 of the Code and the regulations promulgated by the Treasury
Department thereunder, be considered the adoption of a new plan requiring
stockholder approval.
(b) CORPORATE TRANSACTIONS.
The following rules shall apply in connection with the dissolution or
liquidation of the Company, a reorganization, merger or consolidation in
which the Company is not the surviving corporation or a sale of all or
substantially all of the assets of the Company to another person or entity (a
"Corporate Transaction"):
(i) each holder of an Option outstanding at such time
shall be given (A) written notice of such Corporate Transaction at
least 20 days prior to its proposed effective date (as specified in
such notice) and (B) an opportunity, during the period commencing with
delivery of such notice and ending 10 days prior to such proposed
effective date, to exercise the Option to the full extent to which such
Option would have been exercisable by the Optionee at the expiration of
such 20-day period; PROVIDED, HOWEVER, that upon the effective date of
a Corporate Transaction, all Options granted under the Plan not so
exercised shall automatically terminate; and
(ii) anything contained in the Plan to the contrary
notwithstanding, Section 9(b)(i) shall not be applicable if provision
shall be made in connection with such Corporate Transaction for the
assumption of outstanding Options by, or the substitution for such
Options of new options covering the stock of, the surviving,
successor or purchasing corporation, or a parent or subsidiary thereof,
with appropriate adjustments as to the number, kind and option prices
of shares subject to such options; PROVIDED, HOWEVER, that in the case
of ISOs, the Committee shall, to the extent not inconsistent with the
best interests of the Company or its Subsidiaries (such best interests
to be determined in good faith by the Committee in its sole
discretion), use its best efforts to ensure that any such assumption
or substitution will not constitute a modification, extension or
renewal of the ISOs within the meaning of Section 424(h) of the Code
and the regulations promulgated by the Treasury Department thereunder.
(c) SPECIAL RULES.
The following rules shall apply in connection with Section 9(a)
and (b) above:
(i) no fractional shares shall be issued as a result
of any such adjustment, and any fractional shares resulting from the
computations pursuant to Section 9(a) or (b) shall be eliminated
without consideration from the respective Options;
(ii) no adjustment shall be made for cash dividends
or the issuance to stockholders of rights to subscribe for additional
shares of Common Stock or other securities; and
(iii) any adjustments referred to in Section 9(a) or
(b) shall be made by the Committee in its sole discretion and shall be
conclusive and binding on all persons holding Options granted under the
Plan.
10. RESTRICTIONS ON OPTIONS AND OPTIONED SHARES.
(a) COMPLIANCE WITH SECURITIES LAWS.
No Options shall be granted under the Plan, and no shares of Common Stock
shall be issued and delivered upon the exercise of Options granted under the
Plan, unless and until the Company and/or the Optionee shall have complied
with all applicable Federal or state registration, listing and/or
qualification requirements and all other requirements of law or of any
regulatory agencies having jurisdiction.
The Committee in its discretion may, as a condition to the exercise of
any Option granted under the Plan, require an Optionee (i) to represent in
writing that the shares of Common Stock received upon exercise of an Option
are being acquired for investment and not with a view to distribution and
(ii) to make such other representations and warranties as are deemed
appropriate by counsel to the Company. Stock certificates representing shares
of Common Stock acquired upon the exercise of Options that have not been
registered under the Securities Act shall, if required by the Committee, bear
the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES
UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT."
(b) NONASSIGNABILITY OF OPTION RIGHTS.
No Option granted under the Plan shall be assignable or otherwise
transferable by the Optionee except by will or by the laws of descent and
distribution. An Option may be exercised during the lifetime of the Optionee
only by the Optionee. If an Optionee dies, his or her Option shall thereafter
be exercisable, during the period specified in the Option Agreement, by his
or her executors or administrators to the full extent to which such Option
was exercisable by the Optionee at the time of his or her death.
(c) MAXIMUM OPTION GRANT.
The maximum number of shares of Common Stock with respect to which
Options may be granted under this Plan may be made to an employee of the
Company in any calendar year shall not exceed 100,000 shares (subject to
adjustment for stock splits, reverse stock splits, stock dividends and stock
combinations, and the like).
11. EFFECTIVE DATE OF PLAN.
The Plan became effective on the Effective Date. This amendment and
restatement of the Plan is effective as of September 8, 1999, subject to
ratification and approval by the Board no later than the first Board meeting
held after September 8, 1999, provided such ratification and approval is in
accordance with the provisions of its Certificate of Incorporation and
By-laws and the terms of this Plan.
12. EXPIRATION AND TERMINATION OF THE PLAN.
Except with respect to Options then outstanding, the Plan shall expire on
the date (the "Expiration Date") which is the first to occur of (i) the later
of (a) the tenth anniversary of the Effective Date and (b) the tenth
anniversary of the date on which the Plan is approved by the stockholders of
the Company and (ii) the date as of which the Board, in its sole discretion,
determines that the Plan shall terminate. Any Options outstanding as of the
Expiration Date shall remain in effect until they have been exercised or
terminated or have expired by their respective terms.
13. AMENDMENT OF PLAN.
The Board may at any time prior to the Expiration Date modify and amend
the Plan in any respect; PROVIDED, HOWEVER, that the approval of the holders
of a majority of the votes that may be cast by all of the holders of shares
of Common Stock and preferred stock of the Company, if any, entitled to vote
(voting as a single class) shall be obtained prior to any such amendment
becoming effective if such approval is required by law or is necessary to
comply with regulations promulgated by the SEC under Section 16(b) of the
1934 Act or with Section 422 of the Code or the regulations promulgated by
the Treasury Department thereunder.
14. CAPTIONS.
The use of captions in the Plan is for convenience. The captions are not
intended to provide substantive rights.
15. DISQUALIFYING DISPOSITIONS.
If Optioned Shares acquired by exercise of an ISO granted under the Plan
are disposed of within two years following the date of grant of the ISO or
one year following the transfer of the Optioned Shares to the Optionee (a
"Disqualifying Disposition"), the holder of the Optioned Shares shall,
immediately prior to such Disqualifying Disposition, notify the Company in
writing of the date and terms of such Disqualifying Disposition and provide
such other information regarding the Disqualifying Disposition as the Company
may reasonably require.
16. WITHHOLDING TAXES.
Whenever under the Plan shares of Common Stock are to be delivered to an
Optionee upon exercise of an Option, the Company shall be entitled to require
as a condition of delivery that the Optionee remit or, in appropriate cases,
agree to remit when due, an amount sufficient to satisfy all current or
estimated future Federal, state and local withholding tax and employment tax
requirements relating thereto. At the time of a Disqualifying Disposition,
the Optionee shall remit to the Company in cash the amount of any applicable
Federal, state and local withholding taxes and employment taxes.
17. OTHER PROVISIONS.
Each Option granted under the Plan may contain such other terms and
conditions not inconsistent with the Plan as may be determined by the
Committee, in its sole discretion. Notwithstanding the foregoing, each ISO
granted under the Plan shall include those terms and conditions which are
necessary to qualify the ISO as an "incentive stock option" within the
meaning of Section 422 of the Code and the regulations thereunder and shall
not include any terms or conditions which are inconsistent therewith.
18. NUMBER AND GENDER.
With respect to words used in the Plan, the singular form shall include
the plural form, the masculine gender shall include the feminine gender, and
vice-versa, as the context requires.
19. GOVERNING LAW.
The validity and construction of the Plan and the instruments evidencing
the Options granted hereunder shall be governed by the laws of the State of
Delaware.