EXHIBIT
4.10


 


MICRON TECHNOLOGY, INC.


 


2001 STOCK OPTION PLAN


 


 


                1.             Purposes
of the Plan.  The purposes of this
Stock Option Plan are:


 


                •              to attract and retain the best available personnel for
positions of substantial responsibility,


 


                •              to provide additional incentive to Employees,
Directors, and Consultants, and


 


                •              to promote the success of the Company’s business.


 


Options granted under the
Plan may be Incentive Stock Options or Nonstatutory Stock Options, as
determined by the Administrator at the time of grant.


 


                2.             Definitions.  As used herein, the following definitions
shall apply:


 


                                (a)           “Administrator”
means the Board or any of its Committees as shall be administering the Plan, in
accordance with Section 4 of the Plan.


 


                                (b)           “Applicable
Laws” means the legal requirements relating to the administration of stock
option plans under Delaware corporate and securities laws and the Code.


 


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


 


                                (d)           “Change
in Control” means the acquisition by any person or entity, directly,
indirectly or beneficially, acting alone or in concert, of more than
thirty-five percent (35%) of the Common Stock of the Company outstanding at any
time.


 


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


 


                                (f)            “Committee”
means a Committee appointed by the Board in accordance with Section 4 of the
Plan.


 


                                (g)           “Common
Stock” means the Common Stock of the Company.


 


                                (h)           “Company”
means Micron Technology, Inc., a Delaware corporation.


 


                                (i)            “Consultant”
means any person, including an advisor, engaged by the Company or a Parent or
Subsidiary to render services and who is compensated for such services.


 


                                (j)            “Continuous
Status as an Employee or Consultant” means that the employment or
consulting relationship with the Company, any Parent, or Subsidiary, is not
interrupted or terminated. Continuous Status as an Employee or Consultant shall
not be considered interrupted in the case of (i) military leave, sick leave, or
any personal leave of absence approved by the Company, or (ii) transfers
between locations of the Company or between the Company, its Parent, any
Subsidiary, or any successor, or (iii) in the discretion of the Administrator
as specified at or prior to such occurrence, in the case of a spin-off, sale,
or disposition of the Optionee’s employer from the Company or any Parent or
Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed
90 days, unless reemployment upon expiration of such leave is guaranteed by
statute or contract. If reemployment upon expiration of a leave of absence
approved by the Company is not so guaranteed, on the 91st day of such leave any
Incentive Stock Option held by the Optionee shall cease to be treated as an
Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory
Stock Option.


 


                                (k)           “Director”
means a member of the Board.


 


                                (l)            “Disability”
means total and permanent disability as defined in Section 22(e)(3) of the
Code.


 

















 


 


                                (m)          “Employee”
means any person, including Officers and Directors, employed by the Company or
any Parent or Subsidiary of the Company. Neither service as a Director nor
payment of a director’s fee by the Company shall be sufficient to constitute
“employment” by the Company.


 


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


 


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


 


(i)      If the Common Stock is
listed on any established stock exchange, including without limitation the New
York Stock Exchange (“NYSE”), or a national market system, the Fair Market
Value of a Share of Common Stock shall be the average closing price for such
stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system (or the exchange with the greatest volume of trading in
Common Stock) for the last market trading day prior to the day of
determination, as reported by Bloomberg L.L.P. or
such other source as the Administrator deems reliable;


 


(ii)     If the Common Stock is
quoted on the over-the-counter market or is regularly quoted by a recognized
securities dealer, but selling prices are not reported, the Fair Market Value
of a Share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the last market trading day prior to the day of
determination, as reported by Bloomberg L.L.P. or
such other source as the Administrator deems reliable;


 


(iii)    In the absence of an
established market for the Common Stock, the Fair Market Value shall be determined
in good faith by the Administrator.


 


                                (p)           “Incentive
Stock Option” means an Option that qualifies as an incentive stock option
within the meaning of Section 422 of the Code and the regulations promulgated
thereunder.


 


                                (q)           “Nonstatutory
Stock Option” means an Option that does not qualify as an Incentive Stock
Option.


 


                                (r)            “Notice
of Grant” means a written notice evidencing certain terms and conditions of
an individual Option grant. The Notice of Grant is subject to the terms and
conditions of the Option Agreement.


 


                                (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 stock option granted pursuant to the Plan.


 


                                (u)           “Option
Agreement” means a written agreement between the Company and an Optionee
evidencing the terms and conditions of an individual Option grant. The Option
Agreement is subject to the terms and conditions of the Plan.


 


                                (v)           “Optioned
Stock” means the Common Stock subject to an Option.


 


                                (w)          “Optionee”
means an Employee or Consultant who holds an outstanding Option.


 


                                (x)            “Parent”
means a “parent corporation”, whether now or hereafter existing, as defined in
Section 424(e) of the Code.


 


                                (y)           “Plan”
means this 2001 Option Plan.


 


                                (z)            “Rule
16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3,
as in effect when discretion is being exercised with respect to the Plan.


 


                                (aa)         “Share”
means a share of the Common Stock, as adjusted in accordance with Section 12 of
the Plan.


 


 


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                                (bb)         “Subsidiary”
means a “subsidiary corporation”, whether now or hereafter existing, as defined
in Section 424(f) of the Code. In the case of an Option that is not intended to
qualify as an Incentive Stock Option, the term “Subsidiary” shall also include
any other entity in which the Company, or any Parent or Subsidiary of the
Company has a significant ownership interest.


 


                3.             Stock
Subject to the Plan.  Subject to the
provisions of Section 12 of the Plan, the maximum aggregate number of Shares
which may be optioned and sold under the Plan is 30,000,000 Shares. The Shares
may be authorized, but unissued, or reacquired Common Stock.


 


                If an Option expires or becomes unexercisable without
having been exercised in full, the unpurchased Shares which were subject
thereto shall become available for future grant or sale under the Plan (unless
the Plan has terminated); provided, however, that Shares that have
actually been issued under the Plan shall not be returned to the Plan and shall
not become available for future distribution under the Plan.


 


                4.             Administration
of the Plan.


 


                                (a)           Administrator.
The Plan shall be administered by a Committee appointed by the Board (which
Committee shall consist of two or more directors) or, at the discretion of the
Board from time to time, the Plan may be administered by the Board.  It is intended that the directors appointed
to serve on the Committee shall be “non-employee directors” (within the meaning
of Rule 16b-3) and “outside directors” (within the meaning of Code Section
162(m)).  However, the mere fact that a
Committee member shall fail to qualify under either of the foregoing
requirements shall not invalidate any Option granted by the Committee which
Option is otherwise validly made under the Plan.  The members of the Committee shall be appointed by, and may be
changed at any time and from time to time in the discretion of, the Board.  The Board, in its discretion, may delegate
to a special Committee all or part of the Administrator’s authority and duties
with respect to grants and awards to individuals who at the time of grant are
not, and are not anticipated to become, either (i) “covered employees,” as
defined in Code Section 162(m)(3), or (ii) persons subject to the reporting and
other provisions of Section 16 of the Exchange Act.  The Board may revoke or amend the terms of a
delegation at any time but such action shall not invalidate any prior actions
of the delegate or delegates that were consistent with the terms of the Plan.


 


                                (b)           Powers
of the Administrator.  Subject to
the provisions of the Plan, and in the case of a Committee, subject to the
specific duties delegated by the Board to such Committee, the Administrator
shall have the authority, in its discretion:


 


(i)      to determine the Fair
Market Value of the Common Stock, in accordance with Section 2(o) of the Plan;


 


(ii)     to select the Employees,
Directors, and Consultants to whom Options may be granted hereunder;


 


(iii)    to determine whether and
to what extent Options are granted;


 


(iv)    to determine the number of
shares of Common Stock to be covered by each Option granted hereunder;


 


(v)     to approve forms of
agreement for use under the Plan;


 


(vi)    to determine the terms and
conditions, not inconsistent with the terms of the Plan, of any award granted
hereunder. Such terms and conditions include, but are not limited to, the
exercise price, the time or times when Options may be exercised (which may be
based on performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any Option
or the shares of Common Stock relating thereto, based in each case on such
factors as the Administrator, in its sole discretion, shall determine;


 


(vii)   to construe and interpret
the terms of the Plan and awards granted pursuant to the Plan;


 


 


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(viii)  to prescribe, amend, and
rescind rules and regulations relating to the Plan, including rules and
regulations relating to sub-plans established for the purpose of qualifying for
preferred tax treatment under foreign tax laws;


 


(ix)     to authorize any person
to execute on behalf of the Company any instrument required to effect the grant
of an Option previously granted by the Administrator;


 


(x)      to make all other
determinations deemed necessary or advisable for administering the Plan; and


 


(xi)     to allow Optionees to
satisfy withholding tax obligations by electing to have the Company withhold
from the Shares to be issued upon exercise of an Option that number of Shares
having a Fair Market Value equal to the amount required to be withheld. The
Fair Market Value of the Shares to be withheld shall be determined on the date
that the amount of tax to be withheld is to be determined. All elections by an
Optionee to have Shares withheld for this purpose shall be made in such form
and under such conditions as the Administrator may deem necessary or advisable.


 


                                (c)           Effect
of Administrator’s Decision. The Administrator’s decisions, determinations,
and interpretations shall be final and binding on all Optionees and any other
holders of Options.


 


                5.             Eligibility.  Nonstatutory Stock Options may be granted to
Employees, Directors, and Consultants. Incentive Stock Options may be granted
only to Employees. If otherwise eligible, an Employee or Consultant who has
been granted an Option may be granted additional Options.


 


                6.             Limitations.


 


                                (a)           Each
Option shall be designated in the Notice of Grant as either an Incentive Stock
Option or a Nonstatutory Stock Option. However, notwithstanding such
designations, to the extent that the aggregate Fair Market Value of Shares
subject to an Optionee’s Incentive Stock Options granted by the Company or any
Parent or Subsidiary, which become exercisable for the first time during any
calendar year (under all plans of the Company or any Parent or Subsidiary)
exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock
Options. For purposes of this Section 6(a), Incentive Stock Options shall be
taken into account in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the time of grant.


 


                                (b)           Neither
the Plan nor any Option shall confer upon an Optionee any right with respect to
continuing the Optionee’s employment or consulting relationship with the
Company, nor shall they interfere in any way with the Optionee’s right or the
Company’s right to terminate such employment or consulting relationship at any
time, with or without cause.


 


                                (c)           The
following limitations shall apply to grants of Options to Employees:


 


(i)      No Employee shall be
granted, in any fiscal year of the Company, Options to purchase more than
2,000,000 Shares.


 


(ii)     The foregoing limitations
shall be adjusted proportionately in connection with any change in the
Company’s capitalization as described in Section 12.


 


                7.             Term
of Plan.  Subject to Section 18 of
the Plan, the Plan shall become effective upon the earlier to occur of its
adoption by the Board or its approval by the shareholders of the Company as
described in Section 18 of the Plan. It shall continue in effect for a term of
ten (10) years unless terminated earlier under Section 14 of the Plan.


 


                8.             Term
of Option.  The term of each Option
shall be stated in the Notice of Grant, but shall not exceed ten (10) years;
provided, however, that in the case of an Incentive Stock Option granted to an Optionee who, at the time Incentive
Stock Option is granted, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the term of the Incentive Stock Option shall not be longer than
five (5) years from the date of grant.


 


 


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                9.             Option Exercise Price and Consideration.


 


                                (a)           Exercise Price.  The per share exercise price for the Shares
to be issued pursuant to exercise of an Option shall be determined by the
Administrator, but shall not be less than the Fair Market Value per share on
the date of grant of the Option. In the case of an Incentive Stock Option
granted to an Employee who, at the time the Incentive Stock Option is granted,
owns stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or Parent or Subsidiary, the per share exercise
price shall be no less than 110% of the Fair Market Value per Share on the date
of grant.


 


                                (b)           Waiting
Period and Exercise Dates.  At the
time an Option is granted, the Administrator shall fix the period within which
the Option may be exercised and shall determine any conditions which must be
satisfied before the Option may be exercised. In doing so, the Administrator
may specify that an Option may not be exercised until the completion of a
service period.


 


                                (c)           Form
of Consideration. The Administrator shall determine the acceptable form of
consideration for exercising an Option, including the method of payment. The
Administrator shall determine the acceptable form of consideration at the time
of grant. Such consideration may consist entirely of:


 


(i)      cash;


 


(ii)     check;


 


(iii)    promissory note;


 


(iv)    other Shares which have
been owned by the Optionee for more than six months on the date of surrender
and have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said Option shall be exercised;


 


(v)     to the extent permitted
under Regulation T of the Federal Reserve Board, and subject to applicable securities
laws and the Company’s adoption of such program in connection with the Plan,
the delivery of a properly executed exercise notice together with such other
documentation as the Administrator and the broker, if applicable, shall require
to effect a so-called “ cashless exercise” whereby the broker sells the Option
Shares and delivers cash sales proceeds to the Company in payment of the
exercise price and any applicable taxes (in which case the date of exercise
shall be deemed to be the date on which notice of exercise is received by the
Company, and the exercise price shall be delivered to the Company on the
settlement date);


 


(vi)    a reduction in the amount
of any Company liability to the Optionee, including any liability attributable
to the Optionee’s participation in any Company sponsored deferred compensation
program or arrangement;


 


(vii)   any combination of the
foregoing methods of payment; or


 


(viii)  such other consideration
and method of payment for the issuance of Shares to the extent approved by the
Administrator and permitted by Applicable Laws.


 


                10.           Exercise
of Option.


 


                                (a)           Procedure
for Exercise; Rights as a Shareholder. 
Any Option granted thereunder shall be exercisable according to the
terms of the Plan and at such times and under such conditions as determined by
the Administrator and set forth in the Option Agreement.


 


                                An Option may not be exercised for a
fraction of a Share.


 


                                An Option shall be deemed exercised
when the Company receives: (i) notice of exercise (in accordance with the
Option Agreement) from the person entitled to exercise the Option, and (ii)
full payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by
the Administrator and permitted by the Option Agreement and the Plan. Until the
stock certificate evidencing such Shares is issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other
rights as a 


 


 


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shareholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
The Company shall issue (or cause to be issued) such stock certificate, either
in book entry form or in certificate form, promptly after the Option is
exercised. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the Shares are issued, except as provided
in Section 12 of the Plan.


 


                                Exercising an Option in any manner
shall decrease the number of Shares thereafter available, both for purposes of
the Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.


 


                                (b)           Termination
of Employment or Consulting Relationship. 
Upon termination of an Optionee’s Continuous Status as an Employee or
Consultant, other than upon the Optionee’s death or Disability, the Optionee
may exercise his or her Option, but only within such period of time as is
specified in the Notice of Grant, and only to the extent that the Optionee was
entitled to exercise it as the date of termination (but in no event later than
the expiration of the term of such Option as set forth in the Notice of Grant).
In the absence of a specified time in the Notice of Grant, the Option shall
remain exercisable for thirty 30 days following the Optionee’s termination of
Continuous Status as an Employee or Consultant. In the case of an Incentive
Stock Option, such period of time shall not exceed thirty (30) days from the
date of termination. If, at the date of termination, the Optionee is not
entitled to exercise his or her entire Option, the Shares covered by the
unexercisable portion of the Option shall revert to the Plan. If, after
termination, the Optionee does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.


 


                                (c)           Disability
of Optionee.  In the event that an
Optionee’s Continuous Status as an Employee or Consultant terminates as a
result of the Optionee’s Disability, the Optionee may exercise his or her
Option at any time within twelve (12) months from the date of such termination,
but only to the extent that the Optionee was entitled to exercise it at the
date of such termination (but in no event later than the expiration of the term
of such Option as set forth in the Notice of Grant). If, at the date of
termination, the Optionee does not exercise his or her entire Option, the
Shares covered by the unexercisable portion of the Option shall revert to the
Plan. If, after termination, the Optionee does not exercise his or her option
within the time specified herein, the Option shall terminate, and the Shares covered
by such Option shall revert to the Plan.


 


                                (d)           Death
of Optionee.  In the event of the
death of an Optionee, the Option may be exercised at any time within twelve
(12) months following the date of death (but in no event later than the
expiration of the term of such Option as set forth in the Notice of Grant), by
the Optionee’s estate or by a person who acquired the right to exercise the
Option by bequest or inheritance, but only to the extent that the Optionee was
entitled to exercise the Option at the date of death. If, at any time of death,
the Optionee was not entitled to exercise his or her entire Option, the Shares
covered by the unexercisable portion of the Option shall immediately revert to
the Plan. If, after death, the Optionee’s estate or a person who acquired the
right to exercise the Option by bequest or inheritance does not exercise the
Option within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.


 


                                (e)           Suspension.  Any Optionee who is also a participant in
the Retirement at Micron (“RAM”) Section 401(k) Plan and who requests and
receives a hardship distribution from the RAM Plan, is prohibited from making,
and must suspend, his or her employee elective contributions and employee
contributions including, without limitation on the foregoing, the exercise of
any Option granted from the date of receipt by that employee of the RAM
hardship distribution.


 


                11.           Non-Transferability
of Options. Unless determined otherwise by the Administrator, an Option may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in
any manner other than by will or by the laws of descent or distribution and may
be exercised, during the lifetime of the Optionee, only by the Optionee. If the
Administrator makes an Option transferable, such Option shall contain such
additional terms and conditions as the Administrator deems appropriate.


 


                12.           Adjustments
Upon Changes in Capitalization, Dissolution, Corporate Transaction, or Change in
Control.


 


                                (a)           Changes in Capitalization. In
the event of a corporate transaction involving the Company (including, without
limitation, any stock dividend, stock split, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination or exchange of shares), the authorization limits under Sections 3
and 6(c)(i) of the Plan shall be adjusted proportionately, and the
Administrator may adjust Options to preserve the benefits or potential benefits
of the Options.  Action by the
Administrator may include: (i) 


 


 


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adjustment of the number
and kind of shares which may be delivered under the Plan; (ii) adjustment of
the number and kind of shares subject to outstanding Options; (iii) adjustment
of the exercise price of outstanding Options; and (iv) any other adjustments
that the Administrator determines to be equitable. In addition, the Administrator may, in its sole discretion, provide (i)
that Options will be settled in cash rather than Stock, (ii) that Options will
be assumed by another party to a transaction or otherwise be equitably
converted in connection with such transaction, or (iii) any combination of the
foregoing.  The Administrator’s
determination need not be uniform and may be different for different Optionees
whether or not such Optionees are similarly situated.  Without limiting the foregoing, n the event a stock
dividend or stock split is declared upon the Shares, the authorization limits
under Sections 3 and 6(c)(i) shall be increased proportionately, and the shares
of Stock then subject to each Option shall be increased proportionately without
any change in the aggregate purchase price therefor.


 


                                (b)           Dissolution
or Liquidation.  To the extent not
previously exercised, Options will terminate immediately prior to the
consummation of any proposed dissolution or liquidation of the Company. The
Board may, in the exercise of its sole discretion in such instances, declare
that any Option shall terminate as of a date fixed by the Board and give each
Optionee the right to exercise his or her Option as to all or any part of the
Optioned Stock, including Shares as to which the Option would not otherwise be
exercisable.  To the extent that this
provision causes Incentive Stock Options to exceed the dollar limitation set
forth in Section 6(a), the excess Options shall be deemed to be Nonstatutory
Stock Options.


 


                                (c)           Corporate
Transaction. In the event of a reorganization, merger, consolidation,
statutory share exchange or similar form of corporate transaction involving the
Company that requires the approval of the Company’s shareholders, whether for
such transaction or the issuance of securities in the transaction, or the sale
or other disposition of all or substantially all of the assets of the Company
to an entity that is not an affiliate of the Company, each outstanding Option
shall be assumed or an equivalent option or right substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In the
event that the successor corporation refuses to assume or substitute for the
Option, the Optionee shall fully vest in and have the right to exercise the
Option as to all of the Optioned Stock, including Shares as to which it would not
otherwise be vested or exercisable. If an Option becomes fully vested and
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Administrator shall notify the Optionee in writing or
electronically that the Option shall be fully vested and exercisable for a
period of thirty (30) days from the date of such notice, and the Option shall
terminate upon the expiration of such period or, in the discretion of the
Administrator, the Option shall be settled in cash rather than stock upon the
consummation of such corporate transaction. To the extent that this provision
causes Incentive Stock Options to exceed the dollar limitation set forth in
Section 6(a), the excess Options shall be deemed to be Nonstatutory Stock Options.


 


                                (d)           Change
in Control.  In the event of a
Change in Control, the unexercised portion of each Option then outstanding
shall become wholly vested and immediately exercisable. To the extent that this
provision causes Incentive Stock Options to exceed the dollar limitation set
forth in Section 6(a), the excess Options shall be deemed to be Nonstatutory
Stock Options.


 


                13.           Date
of Grant.  The date of grant of an
Option shall be, for all purposes, the date on which the Administrator makes
the determination granting such Option, or such other later date as is
determined by the Administrator. Notice of the determination shall be provided
to each Optionee within a reasonable time after the date of such grant.


 


                14.           Amendment
and Termination of the Plan.


 


                                (a)           Amendment and Termination.  Except as provided herein, the Board may at
any time amend, alter, suspend, or terminate the Plan without
shareholder approval; provided, however, that the Board may condition any
amendment or modification on the approval of shareholders of the Company if
such approval is necessary or deemed advisable with respect to tax, securities
or other applicable laws, policies or regulations.  No termination can affect
options previously granted, nor may an amendment make any change in any option
theretofore granted which adversely affects the rights of any Optionee, nor may
an amendment be made without prior approval of the shareholders of the Company
if such amendment would:


 


(i)      increase
the number of shares that may be issued under the Plan;


 


(ii)     change
the designation of the employees (or class of employees) eligible for
participation in the Plan; or


 


 


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(iii)    materially
increase the benefits which may accrue to participants under the Plan.


 


                                (b)           Effect
of Amendment or Termination.  No
amendment, alteration, suspension, or termination of the Plan shall impair the
rights of any Optionee, unless mutually agreed otherwise between the Optionee
and the Administrator, which agreement must be in writing and signed by the
Optionee and the Company.


 


                15.           Conditions Upon Issuance of Shares.


 


                                (a)           Legal Compliance.  Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, Applicable
Laws, and the requirements of any stock exchange or quotation system upon which
the Shares may then be listed or quoted, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.


 


                                (b)           Investment
Representations.  As a condition to
the exercise of an Option, the Company may require the person exercising such
Option to represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required.


 


                16.           Liability of Company.


 


                                (a)           Inability
to Obtain Authority. The inability of the Company to obtain authority from
any regulatory body having jurisdiction, which authority is deemed by the
Company’s counsel to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not
have been obtained.


 


                                (b)           Grants
Exceeding Allotted Shares.  If the
Optioned Stock covered by an Option exceeds, as of the date of grant, the
number of Shares which may be issued under the Plan without additional
shareholder approval, such Option shall be void with respect to such excess
Optioned Stock, unless shareholder approval of an amendment sufficiently
increasing the number of shares subject to the Plan is timely obtained in
accordance with Section 14(b) of the Plan.


 


                17.           Reservation
of Shares.  The Company, during the
term of this Plan, will at all times reserve and keep available such number of
Shares as shall be sufficient to satisfy the requirements of the Plan.


 


                18.           Shareholder
Approval.  Continuance of the Plan
shall be subject to approval by the shareholders of the Company within twelve
(12) months before or after the date the Plan is adopted. Such shareholder
approval shall be obtained in the manner and to the degree required under
applicable federal and Delaware law.


 


                19.           Restriction
on Repricing.  Without the prior
approval of the shareholders of the Company, the Administrator shall not
reprice any Options issued under the Plan through cancellation and regrant, by
lowering the exercise price, or by any other means.


 


 


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