Exhibit 10.34


 


RIGEL PHARMACEUTICALS, INC.


 


2000 NON-EMPLOYEE
DIRECTORS’ STOCK OPTION PLAN


 


ADOPTED AUGUST 18, 2000


APPROVED BY STOCKHOLDERS
SEPTEMBER 11, 2000


EFFECTIVE DATE: DECEMBER
4, 2000


AMENDED AND RESTATED APRIL
24, 2003


AMENDED AND RESTATED JUNE
20, 2003


APPROVED BY STOCKHOLDERS JUNE 20, 2003


AMENDED AND RESTATED APRIL 22, 2005


APPROVED BY STOCKHOLDERS JUNE 2, 2005


AMENDED AND RESTATED JANUARY 31, 2007


APPROVED BY STOCKHOLDERS MAY 31, 2007


AMENDED AND RESTATED
SEPTEMBER 18, 2007


 


1.                                      PURPOSES.


 


(a)                                  Eligible Option Recipients. The persons eligible to receive Options
are the Non-Employee Directors of the Company.


 


(b)                                  Available Options. The purpose of the Plan is to provide a
means by which Non-Employee Directors may be given an opportunity to benefit from
increases in value of the Common Stock through the granting of Nonstatutory
Stock Options.


 


(c)                                  General Purpose. The Company, by means of the Plan,
seeks to retain the services of its Non-Employee Directors, to secure and
retain the services of new Non-Employee Directors and to provide incentives for
such persons to exert maximum efforts for the success of the Company and its
Affiliates.


 


2.                                      DEFINITIONS.


 


(a)                                  “Affiliate”
means any parent corporation or subsidiary corporation of the Company, whether
now or hereafter existing, as those terms are defined in Sections 424(e) and
(f), respectively, of the Code.


 


(b)                                  “Annual Grant” means an Option granted annually to all
Non-Employee Directors who meet the criteria specified in subsection 6(b) of
the Plan.


 


(c)                                  “Annual Meeting” means the annual meeting of the
stockholders of the Company.


 


(d)                                  “Board”
means the Board of Directors of the Company.


 


(e)                                  “Code” means
the Internal Revenue Code of 1986, as amended.


 


(f)                                    “Common Stock”
means the common stock of the Company.


 

















 


(g)                                 “Company”
means Rigel Pharmaceuticals, Inc., a Delaware corporation.


 


(h)                                 “Consultant”
means any person, including an advisor, (i) engaged by the Company or an
Affiliate to render consulting or advisory services and who is compensated for
such services or (ii) who is a member of the Board of Directors of an Affiliate.
However, the term “Consultant” shall not include either Directors of the
Company who are not compensated by the Company for their services as Directors
or Directors of the Company who are merely paid a director’s fee by the Company
for their services as Directors.


 


(i)                                    “Continuous Service”
means that the Optionholder’s service with the Company or an Affiliate, whether
as an Employee, Director or Consultant, is not interrupted or terminated. The
Optionholder’s Continuous Service shall not be deemed to have terminated merely
because of a change in the capacity in which the Optionholder renders service
to the Company or an Affiliate as an Employee, Consultant or Director or a
change in the entity for which the Optionholder renders such service, provided
that there is no interruption or termination of the Optionholder’s service. For
example, a change in status without interruption from a Non-Employee Director
of the Company to a Consultant of an Affiliate or an Employee of the Company
will not constitute an interruption of Continuous Service. The Board or the
chief executive officer of the Company, in that party’s sole discretion, may
determine whether Continuous Service shall be considered interrupted in the
case of any leave of absence approved by that party, including sick leave,
military leave or any other personal leave.


 


(j)                                    “Director”
means a member of the Board of Directors of the Company.


 


(k)                                “Disability” means the permanent and total disability
of a person within the meaning of Section 22(e)(3) of the Code.


 


(l)                                    “Employee”
means any person employed by the Company or an Affiliate. Mere service as a
Director or payment of a director’s fee by the Company or an Affiliate shall
not be sufficient to constitute “employment” by the Company or an Affiliate.


 


(m)                              “Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


(n)                                 “Fair Market Value”
means, as of any date, the value of the Common Stock determined as follows:


 


(i)                                    If the Common Stock is listed on any
established stock exchange or traded on the Nasdaq National Market or the
Nasdaq SmallCap Market, the Fair Market Value of a share of Common Stock shall
be the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or market (or the exchange or market with
the greatest volume of trading in the Common Stock) on the last market trading
day prior to the day of determination, as reported in The Wall Street Journal
or such other source as the Board deems reliable.


 


(ii)                                In the absence of such markets for the
Common Stock, the Fair Market Value shall be determined in good faith by the
Board.


 


(o)                                  “Initial Grant” means an Option granted to a
Non-Employee Director who meets the criteria specified in subsection 6(a) of
the Plan.


 


(p)                                  “IPO Date” means the effective date of the initial
public offering of the Common Stock.


 


(q)                                  “Non-Employee Director”
means a Director who is not an Employee.


 

















 


(r)                                  “Nonstatutory Stock Option”
means an Option not intended to qualify as an incentive stock option within the
meaning of Section 422 of the Code and the regulations promulgated thereunder.


 


(s)                                  “Officer”
means a person who is an officer of the Company within the meaning of Section
16 of the Exchange Act and the rules and regulations promulgated thereunder.


 


(t)                                    “Option”
means a Nonstatutory Stock Option granted pursuant to the Plan.


 


(u)                                 “Option Agreement”
means a written agreement between the Company and an Optionholder evidencing
the terms and conditions of an individual Option grant. Each Option Agreement
shall be subject to the terms and conditions of the Plan.


 


(v)                                   “Optionholder”
means a person to whom an Option is granted pursuant to the Plan or, if
applicable, such other person who holds an outstanding Option.


 


(w)                                “Plan” means
this Rigel Pharmaceuticals, Inc. 2000 Non-Employee Directors’ Stock Option
Plan.


 


(x)                                  “Rule 16b-3”
means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule
16b-3, as in effect from time to time.


 


(y)                                  “Securities Act”
means the Securities Act of 1933, as amended.


 


3.                                      ADMINISTRATION.


 


(a)                                  Administration by Board. The Board shall administer the Plan.
The Board may not delegate administration of the Plan to a committee.


 


(b)                                  Powers of Board. The Board shall have the power, subject
to, and within the limitations of, the express provisions of the Plan:


 


(i)                                    To determine the provisions of each
Option to the extent not specified in the Plan.


 


(ii)                                To construe and interpret the Plan and
Options granted under it, and to establish, amend and revoke rules and
regulations for its administration. The Board, in the exercise of this power,
may correct any defect, omission or inconsistency in the Plan or in any Option
Agreement, in a manner and to the extent it shall deem necessary or expedient
to make the Plan fully effective.


 


(iii)                            To amend the Plan or an Option as
provided in Section 12.


 


(iv)                               To terminate or suspend the Plan as
provided in Section 13.


 


(v)                                   Generally, to exercise such powers and to
perform such acts as the Board deems necessary or expedient to promote the best
interests of the Company that are not in conflict with the provisions of the
Plan.


 


(c)                                  Effect of
Board’s Decision. All determinations, interpretations and constructions
made by the Board in good faith shall not be subject to review by any person
and shall be final, binding and conclusive on all persons.


 

















 


(d)                                  Cancellation and
Re-Grant of Options.
Notwithstanding anything to the contrary in the Plan, neither the Board nor any
Committee shall have the authority to: (i) reprice any outstanding Option under
the Plan, (ii) cancel and re-grant any outstanding Option under the Plan, or
(iii) effect any other action that is treated as a repricing under generally
accepted accounting principles unless, in each case, the stockholders of the
Company have approved such an action within twelve (12) months prior to such an
event.


 


4.                                      SHARES
SUBJECT TO THE PLAN.


 


(a)                                  Share Reserve. Subject to the provisions of Section 11
relating to adjustments upon changes in the Common Stock, the Common Stock that
may be issued pursuant to Options shall not exceed in the aggregate 435,000 shares of Common Stock, which number
consists of (i) 33,333 shares of Common stock initially reserved for issuance
under the Plan plus (ii) 66,667 shares of Common stock approved by the Board in
April 2003 and subsequently approved by the Company’s stockholders plus (iii)
225,000 shares of Common Stock approved by the Board in April 2005 and
subsequently approved by the Company’s stockholders plus (iv) 110,000 shares of
Common Stock approved by the Board in January 2007 and subsequently approved by
the Company’s stockholders.


 


(b)                                  Reversion of Shares to the Share
Reserve. If any
Option shall for any reason expire or otherwise terminate, in whole or in part,
without having been exercised in full, the shares of Common Stock not acquired
under such Option shall revert to and again become available for issuance under
the Plan. If any shares subject to an Option are not delivered to an Optionholder
because the Option is exercised through a reduction of shares subject to the
Option (i.e., “net exercised”), the number of
shares that are not delivered to the Optionholder shall not remain available
for issuance under the Plan. If any shares subject to an Option are not
delivered to an Optionholder because such shares are withheld in satisfaction
of the withholding of taxes incurred in connection with the exercise of an
Option, the number of shares that are not delivered to the Optionholder shall
not remain available for subsequent issuance under the Plan. If the exercise
price of any Option is satisfied by tendering shares of Common Stock held by
the Optionholder (either by actual delivery or attestation), then the number of
shares so tendered shall not remain available for subsequent issuance under the
Plan.


 


(c)                                  Source of Shares. The shares of Common Stock subject to
the Plan may be unissued shares or reacquired shares, bought on the market or
otherwise.


 


5.                                      ELIGIBILITY.


 


The Options as set forth in section 6 automatically shall be granted
under the Plan to all Non-Employee Directors.


 


6.                                      NON-DISCRETIONARY
GRANTS.


 


(a)                                  Initial Grants. Without any further action of the Board,
each person who is elected or appointed for the first time to be a Non-Employee
Director after the IPO Date automatically shall, upon the date of his or her
initial election or appointment to be a Non-Employee Director by the Board or
stockholders of the Company, be granted an Initial Grant to purchase twenty
thousand (20,000) shares of Common Stock on the terms and conditions set forth
herein.


 


(b)                                  Annual Grants. Without any further action of the Board,
a Non-Employee Director shall be granted an Annual Grant as follows: On the day
following each Annual Meeting commencing with the Annual Meeting in 2001, each
person who is then a Non-Employee Director automatically shall be granted an
Annual Grant to purchase ten thousand (10,000) shares of Common Stock on the
terms and 


 

















 


conditions set forth
herein; provided, however, that if the person
has not been serving as a Non-Employee Director for the entire period since the
preceding Annual Meeting, then the number of shares subject to the Annual Grant
shall be reduced pro rata for each full quarter prior to the date of grant
during which such person did not serve as a Non-Employee Director.


 


7.                                      OPTION
PROVISIONS.


 


Each Option shall be in such form and shall contain such terms and
conditions as required by the Plan. Each Option shall contain such additional
terms and conditions, not inconsistent with the Plan, as the Board shall deem
appropriate. Each Option shall include (through incorporation of provisions
hereof by reference in the Option or otherwise) the substance of each of the
following provisions:


 


(a)                                  Term. No Option shall be exercisable after
the expiration of ten (10) years from the date it was granted.


 


(b)                                  Exercise Price. The exercise price of each Option shall
be one hundred percent (100%) of the Fair Market Value of the stock subject to
the Option on the date the Option is granted. Notwithstanding the foregoing, an
Option may be granted with an exercise price lower than that set forth in the
preceding sentence if such Option is granted pursuant to an assumption or
substitution for another option in a manner satisfying the provisions of
Section 424(a) of the Code.


 


(c)                                  Consideration. The purchase price of stock acquired
pursuant to an Option may be paid, to the extent permitted by applicable
statutes and regulations, in any combination of the following methods:


 


(i)                                    By cash or check.


 


(ii)                                Provided that at
the time of exercise the Common Stock is publicly traded and quoted regularly
in The Wall Street Journal, by delivery of
already-owned shares of Common Stock either that the Optionholder has held for more than six (6) months (or
such longer or shorter period of time required to avoid a charge to earnings
for financial accounting purposes) or that
the Optionholder did not acquire, directly or indirectly from the Company, that
are owned free and clear of any liens, claims, encumbrances or security
interests, and that are valued at Fair Market Value on the date of exercise. “Delivery”
for these purposes shall include delivery to the Company of the Optionholder’s
attestation of ownership of such shares of Common Stock in a form approved by
the Company. Notwithstanding the foregoing, the Optionholder may not exercise
the Option by tender to the Company of Common Stock to the extent such tender
would violate the provisions of any law, regulation or agreement restricting
the redemption of the Company’s stock.


 


(iii)                            Provided that at
the time of exercise the Common Stock is publicly traded and quoted regularly
in The Wall Street Journal, pursuant to a
program developed under Regulation T as promulgated by the Federal Reserve
Board that, prior to the issuance of Common Stock, results in either the
receipt of cash (or check) by the Company or the receipt of irrevocable
instructions to pay the aggregate exercise price to the Company from the sales
proceeds.


 


(iv)                               By a “net exercise” arrangement pursuant
to which the Company will reduce the number of shares of Common Stock issued
upon exercise by the largest whole number of shares with a Fair Market Value
that does not exceed the aggregate exercise price; provided, however, that the Company shall accept a cash or
other payment from the Optionholder to the extent of any remaining balance of
the aggregate exercise price not satisfied by such holding back of whole
shares; provided, further, however,
that shares of Common Stock will no longer be outstanding under an Option and
will


 

















 


not be exercisable
thereafter to the extent that (i) shares are used to pay the exercise price
pursuant to the “net exercise,” (ii) shares are delivered to the Optionholder
as a result of such exercise, and (iii) shares are withheld to satisfy tax
withholding obligations.


 


(d)                                  Transferability. An
Option is transferable by will or by the laws of descent and distribution. An
Option also is transferable (i) by instrument to an inter vivos or testamentary
trust, in a form accepted by the Company, in which the Option is to be passed to beneficiaries upon the death of
the trustor (settlor) and (ii) by gift, in a form accepted by the
Company, to a member of the “immediate
family” of the Optionholder as that term is defined in 17 C.F.R. 240.16a-1(e). An
Option shall be exercisable during the lifetime of the Optionholder only
by the Optionholder and a permitted
transferee as provided herein. However, the Optionholder may, by
delivering written notice to the Company, in a form satisfactory to the
Company, designate a third party who, in the event of the death of the
Optionholder, shall thereafter be entitled to exercise the Option.


 


(e)                                  Exercise Schedule. The Option shall be exercisable as the
shares of Common Stock subject to the Option vest.


 


(f)                                    Vesting Schedule.


 


(i)                                    Each Option granted as an initial grant
shall vest in accordance with the schedule set forth below that results in a
shorter period of full vesting:


 


(1)                                 1/36th of the shares of Common
Stock subject to the Option shall vest each month after the date of grant over
a period of three (3) years; or


 


(2)                                 the Option shall vest in equal monthly
installments after the date of grant over a period commencing on the date that
the Optionholder is appointed for the first time to be a Non-Employee Director
by the Board and ending on the date of the Annual Meeting at which the
Optionholder is first scheduled to be considered for election to be a
Non-Employee Director by the stockholders of the Company.


 


(ii)                                Each Option
granted as an annual grant before the Annual Meeting in 2008 shall vest such
that 1/36th of the shares of Common Stock subject to such Option
shall vest each month after the date of grant over a period of three (3) years;
and each Option granted as an annual grant on or after the Annual Meeting in
2008 shall vest such that 1/12th of the shares of Common Stock
subject to such Option shall vest each month after the date of grant over a
period of one (1) year.


 


(g)                                 Termination of Continuous Service. In the event an Optionholder’s
Continuous Service terminates (other than upon the Optionholder’s death or
Disability), the Optionholder may exercise his or her Option (to the extent
that the Optionholder was entitled to exercise it as of the date of
termination) but only within such period of time ending on the earlier of (i)
the date three (3) months following the termination of the Optionholder’s
Continuous Service, or (ii) the expiration of the term of the Option as set
forth in the Option Agreement. If, after termination, the Optionholder does not
exercise his or her Option within the time specified in the Option Agreement,
the Option shall terminate.


 


(h)                                 Extension of Termination Date. If the exercise of the Option following
the termination of the Optionholder’s Continuous Service (other than upon the
Optionholder’s death or Disability) would be prohibited at any time solely
because the issuance of shares would violate the registration requirements
under the Securities Act, then the Option shall terminate on the earlier of (i)
the expiration of the term of the Option set forth in subsection 7(a) or (ii)
the expiration of a period of three (3) months after the termination of the
Optionholder’s Continuous Service during which the exercise of the Option would
not be in violation of such registration requirements.


 

















 


(i)                                    Disability of Optionholder. In the event an Optionholder’s
Continuous Service terminates as a result of the Optionholder’s Disability, the
Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise it as of the date of termination), but only within
such period of time ending on the earlier of (i) the date twelve (12) months
following such termination or (ii) the expiration of the term of the Option as
set forth in the Option Agreement. If, after termination, the Optionholder does
not exercise his or her Option within the time specified herein, the Option
shall terminate.


 


(j)                                    Death of Optionholder. In the event (i) an Optionholder’s
Continuous Service terminates as a result of the Optionholder’s death or (ii)
the Optionholder dies within the three-month period after the termination of
the Optionholder’s Continuous Service for a reason other than death, then the
Option may be exercised (to the extent the Optionholder was entitled to
exercise the Option as of the date of death) by the Optionholder’s estate, by a
person who acquired the right to exercise the Option by bequest or inheritance
or by a person designated to exercise the Option upon the Optionholder’s death,
but only within the period ending on the earlier of (1) the date eighteen (18)
months following the date of death or (2) the expiration of the term of such
Option as set forth in the Option Agreement. If, after death, the Option is not
exercised within the time specified herein, the Option shall terminate.


 


8.                                      COVENANTS
OF THE COMPANY.


 


(a)                                  Availability of Shares. During the terms of the Options, the
Company shall keep available at all times the number of shares of Common Stock
required to satisfy such Options.


 


(b)                                  Securities Law Compliance. The Company shall seek to obtain from
each regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to grant Options and to issue and sell shares of
Common Stock upon exercise of the Options; provided, however, that this
undertaking shall not require the Company to register under the Securities Act
the Plan, any Option or any stock issued or issuable pursuant to any such
Option. If, after reasonable efforts, the Company is unable to obtain from any
such regulatory commission or agency the authority which counsel for the
Company deems necessary for the lawful issuance and sale of stock under the
Plan, the Company shall be relieved from any liability for failure to issue and
sell stock upon exercise of such Options unless and until such authority is
obtained.


 


9.                                      USE OF
PROCEEDS FROM STOCK.


 


Proceeds from the sale of stock pursuant to Options
shall constitute general funds of the Company.


 


10.                               MISCELLANEOUS.


 


(a)                                  Stockholder Rights. No Optionholder shall be deemed to be
the holder of, or to have any of the rights of a holder with respect to, any
shares subject to such Option unless and until such Optionholder has satisfied
all requirements for exercise of the Option pursuant to its terms.


 


(b)                                  No Service Rights. Nothing in the Plan or any instrument
executed or Option granted pursuant thereto shall confer upon any Optionholder
any right to continue to serve the Company as a Non-Employee Director or shall
affect the right of the Company or an Affiliate to terminate (i) the employment
of an Employee with or without notice and with or without cause, (ii) the
service of a Consultant pursuant to the terms of such Consultant’s agreement
with the Company or an Affiliate or 


 

















 


(iii) the service of a
Director pursuant to the Bylaws of the Company or an Affiliate, and any
applicable provisions of the corporate law of the state in which the Company or
the Affiliate is incorporated, as the case may be.


 


(c)                                  Investment Assurances. The Company may require an
Optionholder, as a condition of exercising or acquiring stock under any Option,
(i) to give written assurances satisfactory to the Company as to the
Optionholder’s knowledge and experience in financial and business matters
and/or to employ a purchaser representative reasonably satisfactory to the
Company who is knowledgeable and experienced in financial and business matters
and that he or she is capable of evaluating, alone or together with the
purchaser representative, the merits and risks of exercising the Option; and
(ii) to give written assurances satisfactory to the Company stating that the
Optionholder is acquiring the stock subject to the Option for the Optionholder’s
own account and not with any present intention of selling or otherwise
distributing the stock. The foregoing requirements, and any assurances given
pursuant to such requirements, shall be inoperative if (iii) the issuance of
the shares upon the exercise or acquisition of stock under the Option has been
registered under a then currently effective registration statement under the
Securities Act or (iv) as to any particular requirement, a determination is
made by counsel for the Company that such requirement need not be met in the
circumstances under the then applicable securities laws. The Company may, upon
advice of counsel to the Company, place legends on stock certificates issued
under the Plan as such counsel deems necessary or appropriate in order to
comply with applicable securities laws, including, but not limited to, legends
restricting the transfer of the stock.


 


(d)                                  Withholding Obligations. The Optionholder may satisfy any
federal, state or local tax withholding obligation relating to the exercise or
acquisition of stock under an Option by any of the following means (in addition
to the Company’s right to withhold from any compensation paid to the
Optionholder by the Company) or by a combination of such means:  (i) tendering a cash payment; (ii)
authorizing the Company to withhold shares from the shares of the Common Stock
otherwise issuable to the Optionholder as a result of the exercise or
acquisition of stock under the Option, provided, however, that no shares of
Common Stock are withheld with a value exceeding the minimum amount of tax
required to be withheld by law; or (iii) delivering to the Company owned and
unencumbered shares of the Common Stock.


 


11.                               ADJUSTMENTS
UPON CHANGES IN STOCK.


 


(a)                                  Capitalization Adjustments. If any change is made in the stock
subject to the Plan, or subject to any Option, without the receipt of consideration
by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange
of shares, change in corporate structure or other transaction not involving the
receipt of consideration by the Company), the Plan will be appropriately
adjusted in the class(es) and maximum number of securities subject both to the
Plan pursuant to subsection 4(a) and to the nondiscretionary Options specified
in Section 5, and the outstanding Options will be appropriately adjusted in the
class(es) and number of securities and price per share of stock subject to such
outstanding Options. The Board shall make such adjustments, and its determination
shall be final, binding and conclusive. (The conversion of any convertible
securities of the Company shall not be treated as a transaction “without
receipt of consideration” by the Company.)


 


(b)                                  Dissolution or Liquidation. In the event of a dissolution or
liquidation of the Company, then all outstanding Options shall terminate
immediately prior to such event.


 

















 


(c)                                  Corporate Transaction. In the event of (i) a sale, lease or
other disposition of all or substantially all of the securities or assets of
the Company, (ii) a merger or consolidation in which the Company is not the
surviving corporation or (iii) a reverse merger in which the Company is the
surviving corporation but the shares of Common Stock outstanding immediately
preceding the merger are converted by virtue of the merger into other property,
whether in the form of securities, cash or otherwise, then any surviving
corporation or acquiring corporation may assume any Options outstanding under
the Plan or may substitute similar Options (including an option to acquire the
same consideration paid to the stockholders in the transaction described in
this subsection 11(c)) for those outstanding under the Plan. In the event no
surviving corporation or acquiring corporation assumes such Options or
substitutes similar Options for those outstanding under the Plan, then with
respect to Options held by Optionholders whose Continuous Service has not
terminated, the vesting of such Options (and the time during which such Options
may be exercised) shall be accelerated in full, and the Options shall terminate
if not exercised at or prior to such event. With respect to any other Options
outstanding under the Plan, such Options shall terminate if not exercised prior
to such event.


 


12.                               AMENDMENT
OF THE PLAN AND OPTIONS.


 


(a)                                  Amendment of Plan. The Board at any time, and from time to
time, may amend the Plan. However, except as provided in Section 11 relating to
adjustments upon changes in stock, no amendment shall be effective unless
approved by the stockholders of the Company to the extent stockholder approval
is necessary to satisfy the requirements of Rule 16b-3 or any Nasdaq or
securities exchange listing requirements.


 


(b)                                  Stockholder Approval. The Board may, in its sole discretion,
submit any other amendment to the Plan for stockholder approval.


 


(c)                                  No Impairment of Rights. Rights under any Option granted before
amendment of the Plan shall not be impaired by any amendment of the Plan unless
(i) the Company requests the consent of the Optionholder and (ii) the
Optionholder consents in writing.


 


(d)                                  Amendment of Options. The Board at any time, and from time to
time, may amend the terms of any one or more Options; provided, however, that
the rights under any Option shall not be impaired by any such amendment unless
(i) the Company requests the consent of the Optionholder and (ii) the
Optionholder consents in writing.


 


13.                               TERMINATION
OR SUSPENSION OF THE PLAN.


 


(a)                                  Plan Term. The Board may suspend or terminate the
Plan at any time. No Options may be granted under the Plan while the Plan is
suspended or after it is terminated.


 


(b)                                  No Impairment of Rights. Suspension or termination of the Plan
shall not impair rights and obligations under any Option granted while the Plan
is in effect except with the written consent of the Optionholder.


 


14.                               EFFECTIVE
DATE OF PLAN.


 


The Plan shall become effective on the IPO Date, but no Option shall be
exercised unless and until the Plan has been approved by the stockholders of
the Company, which approval shall be within twelve (12) months before or after
the date the Plan is adopted by the Board.


 


15.                               CHOICE OF
LAW.


 


All questions concerning the construction, validity and interpretation
of this Plan shall be governed by the law of the State of Delaware, without
regard to such state’s conflict of laws rules.