Exhibit 99.3
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ACTV, INC. 1998 STOCK OPTION PLAN
As adopted April 28, 1998
1. PURPOSE OF PLAN; ADMINISTRATION
1.1 Purpose. The ACTV, Inc. 1998 Stock Option Plan (hereinafter, the "Plan")
is hereby established to grant to officers and other employees of ACTV, Inc.
("ACTV") 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 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, $.10 par value ("Common Stock"), of ACTV 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 ACTV (the "Board"), if each member is a "disinterested person" within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended
("Rule 16b-3"), or a committee (the "Committee") of two or more directors, each
of whom is a disinterested person. 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 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 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 900,000, 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 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 Option Price. 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 and the option by its terms
shall not be exercisable after the expiration of 5 years from the date such
option is granted. The exercise price of each Nonstatutory Option also shall be
determined by the Committee, but shall not be less than 85% of the Fair Market
Value of Common Stock on the date of grant. The status of each option granted
under the Plan as either an Incentive Stock Option or a Nonstatutory Stock
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 previous to
such date, or, if shares were not traded on the day previous to such date, 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 such
date 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. In the discretion of the Committee exercised 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 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 pursuant to 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 applicable, in the Company's judgment, to 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 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 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) 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 Stck 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 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 Affect 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.
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 which options and restricted stock 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 but with a corresponding
adjustment in the price for each share (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 ACTV or a
partial liquidation involving 50% or more of the assets of ACTV, a
reorganization of ACTV in which another entity is the survivor, a merger or
reorganization of ACTV under which more than 50% of the Common Stock outstanding
prior to the merger or reorganization is converted into cash or into another
security, 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 ACTV 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.
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 purchase price determined
pursuant to Section 2.1 of the Plan and set forth in the Stock Option Agreement,
and all 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 or
market 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, 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 ACTV 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 Effective Date of the Plan. 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.