definiens: ( as defined in Section 422 of the Code ) or a nonqualified stock option, the extent towhich such award or Option is vested and exercisable or subject to acceleration, the date on which such award or Option wasgranted, the Stock Plan under which such award or Option was granted, the number of shares of capital stock of the Companyissuable thereunder and the expiration date and exercise or conversion price relating thereto . The treatment of the awards andOptions described in Section 3.4 shall not violate the terms of the Stock Plans or any agreement governing the terms of suchawards or Options . All of the Options have been granted solely to employees, consultants ( who are individuals ) or directors ofthe Company in the ordinary course of business consistent with past practice . All Options have been granted in accordancewith the terms of the Stock Plans and applicable Law, and, with respect to each outstanding Option, the exercise price is noless than the fair market value of such Option on the date of grant and the Option is either exempt from or not otherwisesubject to the requirements of Section 409A of the Code . Since January 1, 2006, the Company has not declared or paid anydividend, or declared or made any distribution on, or authorized the creation or issuance of, or issued, or authorized oreffected any split - up or any other recapitalization of, any of its capital stock, or directly or indirectly redeemed, purchased orotherwise acquired any of its outstanding capital stock, other than pursuant to agreements which permit or require theCompany to repurchase shares of its capital stock upon termination of services to the Company or any Company Subsidiary