Exhibit
10.2


 


OPENTABLE, INC.

2009 EQUITY INCENTIVE AWARD PLAN


 


STOCK OPTION GRANT NOTICE


 


OpenTable, Inc., a Delaware corporation, (the “Company”), pursuant
to its 2009 Equity Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants
to the holder listed below (“Participant”), an
option to purchase the number of shares of the Company’s common stock, par
value $0.0001 (“Stock”), set forth below (the
“Option”).  This
Option is subject to all of the terms and conditions set forth herein and in
the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the
Plan, each of which are incorporated herein by reference.  Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Grant Notice
and the Stock Option Agreement.


 


	
  Participant:

  	
   

  	
  [                                                    ]

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
  [                                                    ]

  
	
   

  	
   

  	
   

  
	
  Vesting Commencement Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exercise Price per Share:

  	
   

  	
  $[          ]

  
	
   

  	
   

  	
   

  
	
  Total Exercise Price:

  	
   

  	
  $ [                          ]

  
	
   

  	
   

  	
   

  
	
  Total Number of Shares Subject
  to the Option:

  	
   

  	
  [                          ]
  shares

  
	
   

  	
   

  	
   

  
	
  Expiration Date:

  	
   

  	
  [                                                    ]

  
	
   

  	
   

  	
   

  
	
  Vesting Schedule:

  	
   

  	
  [                                                      ]

  



 


Type of Option:                   o   Incentive Stock Option                 o   Non-Qualified Stock Option


 


By his or her signature and the Company’s signature
below, Participant agrees to be bound by the terms and conditions of the Plan,
the Stock Option Agreement and this Grant Notice.  Participant has reviewed the Stock Option
Agreement, the Plan and this Grant Notice in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Grant
Notice and fully understands all provisions of this Grant Notice, the Stock
Option Agreement and the Plan. 
Participant hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator upon any questions arising
under the Plan, this Grant Notice or the Stock Option Agreement.


 


	
  OPENTABLE, INC.:

  	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
  Print Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT A


TO STOCK OPTION GRANT NOTICE


 


OPENTABLE, INC. STOCK OPTION
AGREEMENT


 


Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement
(this “Agreement”) is attached,
OpenTable, Inc., a Delaware corporation (the “Company”), has
granted to Participant an Option under the Company’s 2009 Equity Incentive
Award Plan, as amended from time to time (the “Plan”), to
purchase the number of shares of Stock indicated in the Grant Notice.


 


ARTICLE 1.


 


GENERAL


 


1.1           Defined Terms.  Wherever the following terms are used in this
Agreement they shall have the meanings specified below, unless the context
clearly indicates otherwise.  Capitalized
terms not specifically defined herein shall have the meanings specified in the
Plan and the Grant Notice.


 


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


 


(b)           “Termination of Consultancy”
shall mean the time when the engagement of Participant as a Consultant to the
Company or a Subsidiary is terminated for any reason, with or without cause,
including, but not by way of limitation, by resignation, discharge, death,
disability, or retirement, but excluding: 
(a) terminations where there is a simultaneous employment or
continuing employment of Participant by the Company or any Subsidiary, and (b) terminations
where there is a simultaneous re-establishment of a consulting relationship or
continuing consulting relationship between Participant and the Company or any
Subsidiary.  The Administrator, in its
absolute discretion, shall determine the effect of all matters and questions
relating to Termination of Consultancy, including, but not by way of
limitation, the question of whether a particular leave of absence constitutes a
Termination of Consultancy.  Notwithstanding
any other provision of the Plan, the Company or any Subsidiary has an absolute
and unrestricted right to terminate a Consultant’s service at any time for any
reason whatsoever, with or without cause, except to the extent expressly
provided otherwise in writing.


 


(c)           “Termination of Directorship”
shall mean the time when Participant, if he or she is or becomes a Non-Employee
Director, ceases to be a Director for any reason, including, but not by way of
limitation, a termination by resignation, failure to be elected, death or
retirement.  The Board, in its sole and
absolute discretion, shall determine the effect of all matters and questions
relating to Termination of Directorship with respect to Non-Employee Directors.


 


(d)           “Termination of Employment”
shall mean the time when the employee-employer relationship between Participant
and the Company or any Subsidiary is terminated for any reason, with or without
cause, including, but not by way of limitation, a termination by resignation,
discharge, death, disability or retirement; but excluding:  (a) terminations where there is a
simultaneous reemployment or continuing employment of Participant by the
Company or any Subsidiary, and (b) terminations where there is a
simultaneous establishment of a consulting relationship or continuing consulting
relationship between Participant and the Company or any Subsidiary.  The Administrator, in its absolute
discretion, shall determine the effect of all matters and questions relating to
Termination of Employment, including, but not by way of limitation, the
question of whether a particular leave of absence constitutes a Termination of
Employment; provided, however, that, if this Option
is an 


 


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Incentive
Stock Option, unless otherwise determined by the Administrator in its
discretion, a leave of absence, change in status from an employee to an
independent contractor or other change in the employee-employer relationship
shall constitute a Termination of Employment if, and to the extent that, such
leave of absence, change in status 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.


 


(e)           “Termination of Services”
shall mean Participant’s Termination of Consultancy, Termination of
Directorship or Termination of Employment, as applicable.


 


1.2           Incorporation of Terms of Plan.  The Option is subject to the terms and
conditions of the Plan which are incorporated herein by reference.  In the event of any inconsistency between the
Plan and this Agreement, the terms of the Plan shall control.


 


ARTICLE 2.


 


GRANT
OF OPTION


 


2.1           Grant of Option.  In consideration of Participant’s past and/or
continued employment with or service to the Company or a Subsidiary and for
other good and valuable consideration, effective as of the Grant Date set forth
in the Grant Notice (the “Grant Date”), the
Company grants to Participant the Option to purchase any part or all of an
aggregate of the number of shares of Stock set forth in the Grant Notice, upon
the terms and conditions set forth in the Plan and this Agreement, subject to
adjustments as provided in Section 14.2 of the Plan.  Unless designated as a Non-Qualified Stock
Option in the Grant Notice, the Option shall be an Incentive Stock Option to
the maximum extent permitted by law.


 


2.2           Exercise Price.  The exercise price of the shares of Stock
subject to the Option shall be as set forth in the Grant Notice, without
commission or other charge; provided,
however, that the price per share
of the shares of Stock subject to the Option shall not be less than 100% of the
Fair Market Value of a share of Stock on the Grant Date.  Notwithstanding the foregoing, if this Option
is designated as an Incentive Stock Option and Participant owns (within the
meaning of Section 424(d) of the Code) more than 10% of the total
combined voting power of all classes of stock of the Company or any “subsidiary
corporation” of the Company or any “parent corporation” of the Company (each
within the meaning of Section 424 of the Code), the price per share of the
shares of Stock subject to the Option shall not be less than 110% of the Fair
Market Value of a share of Stock on the Grant Date.


 


2.3           Consideration to the Company.  In consideration of the grant of the Option
by the Company, Participant agrees to render faithful and efficient services to
the Company or any Subsidiary.  Nothing
in the Plan or this Agreement shall confer upon Participant any right to
continue in the employ or service of the Company or any Subsidiary or shall
interfere with or restrict in any way the rights of the Company and its
Subsidiaries, which rights are hereby expressly reserved, to discharge or
terminate the services of Participant at any time for any reason whatsoever, with
or without cause, except to the extent expressly provided otherwise in a
written agreement between the Company or a Subsidiary and Participant.


 


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ARTICLE 3.


 


PERIOD
OF EXERCISABILITY


 


3.1           Commencement of Exercisability.


 


(a)           Subject to Sections 3.2, 3.3, 5.10 and 5.16 hereof, the Option shall
become vested and exercisable in such amounts and at such times as are set
forth in the Grant Notice.


 


(b)           No portion of the Option which has not become vested and exercisable at
the date of Participant’s Termination of Employment, Termination of
Directorship or Termination of Consultancy shall thereafter become vested and
exercisable, except as may be otherwise provided by the Administrator or as set
forth in a written agreement between the Company and Participant.


 


(c)           Notwithstanding Sections 3.1(a) hereof and the Grant Notice, but
subject to Section 3.1(b) hereof, pursuant to Section 14.2 of
the Plan, the Option shall become fully vested and exercisable with respect to
all shares of Stock covered thereby in the event of a Change in Control, in
connection with which the successor corporation does not assume the Option or
substitute an equivalent right for the Option. 
Should the successor corporation assume the Option or substitute an
equivalent right, then no such acceleration shall apply.


 


3.2           Duration of Exercisability.  The installments provided for in the vesting
schedule set forth in the Grant Notice are cumulative.  Each such installment which becomes vested and
exercisable pursuant to the vesting schedule set forth in the Grant Notice
shall remain vested and exercisable until it becomes unexercisable under Section 3.3
hereof.


 


3.3           Expiration of Option.  The Option may not be exercised to any extent
by anyone after the first to occur of the following events:


 


(a)           The Expiration Date set forth in the Grant Notice, which shall in no
event be more than ten (10) years from the Grant Date;


 


(b)           If this Option is designated as an Incentive Stock Option and
Participant owned (within the meaning of Section 424(d) of the Code),
at the time the Option was granted, more than 10% of the total combined voting
power of all classes of stock of the Company or any “subsidiary corporation” of
the Company or any “parent corporation” of the Company (each within the meaning
of Section 424 of the Code), the expiration of five (5) years from
the Grant Date;


 


(c)           The expiration of three (3) months from the date of Participant’s
Termination of Services, unless such termination occurs by reason of
Participant’s death or disability; or


 


(d)           The expiration of one (1) year from the date of Participant’s
Termination of Services by reason of Participant’s death or disability.


 


3.4           Special Tax Consequences.  Participant acknowledges that, to the extent
that the aggregate Fair Market Value (determined as of the time the Option is
granted) of all shares of Stock with respect to which Incentive Stock Options,
including the Option (if applicable), are exercisable for the first time by
Participant in any calendar year exceeds $100,000, the Option and such other
options shall be Non-Qualified Stock Options to the extent necessary to comply
with the limitations imposed by Section 422(d) of the Code.  Participant further acknowledges that the rule set
forth in the preceding sentence shall be applied by taking the Option and other
“incentive stock options” into account in the 


 


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order
in which they were granted, as determined under Section 422(d) of the
Code and the Treasury Regulations thereunder. 
Participant also acknowledges that an Incentive Stock Option exercised
more than three (3) months after Participant’s Termination of Employment,
other than by reason of death or disability, will be taxed as a Non-Qualified
Stock Option.


 


3.5           Tax Indemnity.


 


(a)           The Participant agrees to indemnify and keep
indemnified the Company, any Subsidiary and his/her employing company, if
different, from and against any liability for or obligation to pay any Tax
Liability (a “Tax Liability” being any liability for income tax,
withholding tax and any other employment related taxes or social security
contributions in any jurisdiction) that is attributable to (1) the grant
or exercise of, or any benefit derived by the Participant from, the Option, (2) the
acquisition by the Participant of the Stock on exercise of the Option, or (3) the
disposal of any Stock.


 


(b)           the Option cannot be exercised until the
Participant has made such arrangements as the Company may require for the satisfaction
of any Tax Liability that may arise in connection with the exercise of the
Option and/or the acquisition of the Stock by the Participant.  The Company shall not be required to issue,
allot or transfer Stock until the Employee has satisfied this obligation.


 


ARTICLE 4.


 


EXERCISE
OF OPTION


 


4.1           Person Eligible to Exercise.  During the lifetime of Participant, only
Participant may exercise the Option or any portion thereof.  After the death of Participant, any
exercisable portion of the Option may, prior to the time when the Option
becomes unexercisable under Section 3.3 hereof, be exercised by
Participant’s personal representative or by any person empowered to do so under
the deceased Participant’s will or under the then applicable laws of descent
and distribution.


 


4.2           Partial Exercise.  Any exercisable portion of the Option or the
entire Option, if then wholly exercisable, may be exercised in whole or in part
at any time prior to the time when the Option or portion thereof becomes
unexercisable under Section 3.3 hereof.


 


4.3           Manner of Exercise.  The Option, or any exercisable portion
thereof, may be exercised solely by delivery to the Secretary of the Company
(or any third party administrator or other person or entity designated by the
Company), during regular business hours, of all of the following prior to the
time when the Option or such portion thereof becomes unexercisable under Section 3.3
hereof:


 


(a)           An exercise notice in a form specified by the Administrator, stating
that the Option or portion thereof is thereby exercised, such notice complying
with all applicable rules established by the Administrator;


 


(b)           The receipt by the Company of full payment for the shares of Stock with
respect to which the Option or portion thereof is exercised, including payment
of any applicable withholding tax, which shall be made by deduction from other
compensation payable to Participant or in such other form of consideration
permitted under Section 4.4 hereof that is acceptable to the Company;


 


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(c)           Any other written representations as may be required in the
Administrator’s reasonable discretion to evidence compliance with the
Securities Act or any other applicable law, rule or regulation; and


 


(d)           In the event the Option or portion thereof shall be exercised pursuant
to Section 4.1 hereof by any person or persons other than Participant,
appropriate proof of the right of such person or persons to exercise the
Option.


 


Notwithstanding any of the foregoing, the Company
shall have the right to specify all conditions of the manner of exercise, which
conditions may vary by country and which may be subject to change from time to
time.


 


4.4           Method of Payment.  Payment of the exercise price shall be by any
of the following, or a combination thereof, at the election of Participant:


 


(a)           Cash or check;


 


(b)           With the consent of the Administrator, surrender of shares of Stock
(including, without limitation, shares of Stock otherwise issuable upon
exercise of the Option) held for such period of time as may be required by the
Administrator in order to avoid adverse accounting consequences and having a
Fair Market Value on the date of delivery equal to the aggregate exercise price
of the Option or exercised portion thereof; or


 


(c)           Other property acceptable to the Administrator (including, without
limitation, through the delivery of a notice that Participant has placed a
market sell order with a broker with respect to shares of Stock then issuable
upon exercise of the Option, and that the broker has been directed to pay a
sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the Option exercise price; provided
that payment of such proceeds is then made to the Company at such time as may
be required by the Company, but in any event not later than the settlement of
such sale).


 


4.5           Conditions to Issuance of Stock.  The shares of Stock deliverable upon the
exercise of the Option, or any portion thereof, may be either previously
authorized but unissued shares of Stock or issued shares of Stock which have
then been reacquired by the Company. 
Such shares of Stock shall be fully paid and nonassessable.  The Company shall not be required to issue or
deliver any shares of Stock purchased
upon the exercise of the Option or portion thereof prior to fulfillment of all
of the following conditions:


 


(a)           The admission of such shares of Stock to listing on all stock exchanges
on which such Stock is then listed;


 


(b)           The completion of any registration or other qualification of such shares
of Stock under any state or federal law or under rulings or regulations of the
Securities and Exchange Commission or of any other governmental regulatory
body, which the Administrator shall, in its absolute discretion, deem necessary
or advisable;


 


(c)           The obtaining of any approval or other clearance from any state or
federal governmental agency which the Administrator shall, in its absolute
discretion, determine to be necessary or advisable;


 


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(d)           The receipt by the Company of full payment for such shares of Stock,
including payment of any applicable withholding tax, which may be in one or
more of the forms of consideration permitted under Section 4.4 hereof; and


 


(e)           The lapse of such reasonable period of time following the exercise of
the Option as the Administrator may from time to time establish for reasons of
administrative convenience.


 


4.6           Rights as Stockholder.  The holder of the Option shall not be, nor
have any of the rights or privileges of, a stockholder of the Company,
including, without limitation, voting rights and rights to dividends, in
respect of any shares of Stock purchasable upon the exercise of any part of the
Option unless and until such shares of Stock shall have been issued by the
Company and held of record by such holder (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company).  No adjustment will be made for
a dividend or other right for which the record date is prior to the date the
shares of Stock are issued, except as provided in Section 14.2 of the
Plan.


 


ARTICLE 5.


 


OTHER
PROVISIONS


 


5.1           Administration.  The Administrator shall have the power to
interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret, amend or revoke any such rules.  All actions taken and all interpretations and
determinations made by the Administrator in good faith shall be final and
binding upon Participant, the Company and all other interested persons.  No member of the Committee or the Board shall
be personally liable for any action, determination or interpretation made in good
faith with respect to the Plan, this Agreement or the Option.


 


5.2           Whole Shares.  The Option may only be exercised for whole
shares of Stock.


 


5.3           Option Not Transferable.  Subject to Section 4.1 hereof, the
Option may not be sold, pledged, assigned or transferred in any manner other
than by will or the laws of descent and distribution, unless and until the
shares of Stock underlying the Option have been issued, and all restrictions
applicable to such shares of Stock have lapsed. 
Neither the Option nor any interest or right therein shall be liable for
the debts, contracts or engagements of Participant or his or her successors in
interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any
attempted disposition thereof shall be null and void and of no effect, except
to the extent that such disposition is permitted by the preceding sentence.


 


5.4           Binding Agreement.  Subject to the limitation on the
transferability of the Option  contained
herein, this Agreement will be binding upon and inure to the benefit of the
heirs, legatees, legal representatives, successors and assigns of the parties
hereto.


 


5.5           Adjustments Upon Specified Events.  The Administrator may accelerate the vesting
of the Option in such circumstances as it, in its sole discretion, may
determine.  In addition, upon the
occurrence of certain events relating to the Stock contemplated by Section 14.2
of the Plan (including, without limitation, an extraordinary cash dividend on
such Stock), the Administrator shall make such adjustments the Administrator
deems appropriate in the number of shares of Stock subject to the Option, the
exercise price of the Option and the kind of securities that may be issued upon
exercise of 


 


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the
Option. Participant acknowledges that the Option is subject to adjustment,
modification and termination in certain events as provided in this Agreement
and Section 14.2 of the Plan.


 


5.6           Notices.  Any notice to be given under the terms of
this Agreement to the Company shall be addressed to the Company in care of the
Secretary of the Company at the Company’s principal office, and any notice to
be given to Participant shall be addressed to Participant at Participant’s last
address reflected on the Company’s records. 
By a notice given pursuant to this Section 5.6, either party may
hereafter designate a different address for notices to be given to that
party.  Any notice which is required to
be given to Participant shall, if Participant is then deceased, be given to the
person entitled to exercise his or her Option pursuant to Section 4.1
hereof by written notice under this Section 5.6.  Any notice shall be deemed duly given when
sent via email or when sent by certified mail (return receipt requested) and
deposited (with postage prepaid) in a post office or branch post office
regularly maintained by the United States Postal Service.


 


5.7           Titles.  Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.


 


5.8           Governing Law.  The laws of the State of Delaware shall
govern the interpretation, validity, administration, enforcement and
performance of the terms of this Agreement regardless of the law that might be
applied under principles of conflicts of laws.


 


5.9           Conformity to Securities Laws.  Participant acknowledges that the Plan and
this Agreement are intended to conform to the extent necessary with all
provisions of the Securities Act and the Exchange Act and any and all
regulations and rules promulgated by the Securities and Exchange
Commission thereunder, and state securities laws and regulations.  Notwithstanding anything herein to the
contrary, the Plan shall be administered, and the Option is granted and may be
exercised, only in such a manner as to conform to such laws, rules and
regulations.  To the extent permitted by
applicable law, the Plan and this Agreement shall be deemed amended to the
extent necessary to conform to such laws, rules and regulations.


 


5.10         Amendments, Suspension and Termination.  To the extent permitted by the Plan, this
Agreement may be wholly or partially amended or otherwise modified, suspended
or terminated at any time or from time to time by the Committee or the Board; provided that, except as may otherwise be
provided by the Plan, no amendment, modification, suspension or termination of
this Agreement shall adversely affect the Option in any material way without
the prior written consent of Participant.


 


5.11         Successors and Assigns.  The Company may assign any of its rights
under this Agreement to single or multiple assignees, and this Agreement shall
inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer
herein set forth in Section 5.3 hereof, this Agreement shall be binding
upon Participant and his or her heirs, executors, administrators, successors
and assigns.


 


5.12         Notification of Disposition.  If this Option is designated as an Incentive
Stock Option, Participant shall give prompt notice to the Company of any
disposition or other transfer of any shares of Stock acquired under this
Agreement if such disposition or transfer is made (a) within two (2) years
from the Grant Date with respect to such shares of Stock or (b) within one
(1) year after the transfer of such shares of Stock to Participant.  Such notice shall specify the date of such
disposition or other transfer and the amount realized, in cash, other property,
assumption of indebtedness or other consideration, by Participant in such
disposition or other transfer.


 


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5.13         Limitations Applicable to Section 16 Persons.  Notwithstanding any other
provision of the Plan or this Agreement, if Participant is subject to Section 16
of the Exchange Act, the Plan, the Option and this Agreement shall be subject
to any additional limitations set forth in any applicable exemptive rule under
Section 16 of the Exchange Act (including any amendment to Rule 16b-3
of the Exchange Act) that are requirements for the application of such
exemptive rule.  To the extent permitted
by applicable law, this Agreement shall be deemed amended to the extent
necessary to conform to such applicable exemptive rule.


 


5.14         Not a Contract of Employment.  Nothing in this Agreement or in the Plan
shall confer upon the Participant any right to continue to serve as an employee
or other service provider of the Company or any of its Subsidiaries.


 


5.15         Entire Agreement.  The Plan, the Grant Notice and this Agreement
(including all Exhibits thereto) constitute the entire agreement of the parties
and supersede in their entirety all prior undertakings and agreements of the
Company and Participant with respect to the subject matter hereof.


 


5.16         Section 409A.  This Option is not intended to constitute “nonqualified
deferred compensation” within the meaning of Section 409A of the Code
(together with any Department of Treasury regulations and other interpretive
guidance issued thereunder, including without limitation any such regulations
or other guidance that may be issued after the date hereof, “Section 409A”).  However, notwithstanding any other provision
of the Plan, the Grant Notice or this Agreement, if at any time the
Administrator determines that the Option (or any portion thereof) may be
subject to Section 409A, the Administrator shall have the right in its
sole discretion (without any obligation to do so or to indemnify Participant or
any other person for failure to do so) to adopt such amendments to the Plan,
the Grant Notice or this Agreement, or adopt other policies and procedures
(including amendments, policies and procedures with retroactive effect), or
take any other actions, as the Administrator determines are necessary or
appropriate either for the Option to be exempt from the application of Section 409A
or to comply with the requirements of Section 409A.


 


5.17         Limitation on Participant’s Rights.  Participation in the Plan confers no rights
or interests other than as herein provided. 
This Agreement creates only a contractual obligation on the part of the
Company as to amounts payable and shall not be construed as creating a
trust.  Neither the Plan nor any
underlying program, in and of itself, has any assets.  Participant shall have only the rights of a
general unsecured creditor of the Company with respect to amounts credited and
benefits payable, if any, with respect to the Option, and rights no greater
than the right to receive the Stock as a general unsecured creditor with
respect to options, as and when exercised pursuant to the terms hereof.


 


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