exv4w13






EXHIBIT
4.13




ONHEALTH NETWORK COMPANY




AMENDED AND RESTATED

1997 STOCK OPTION PLAN




SECTION 1

DEFINITIONS




     As used herein, the following terms shall have the meanings indicated below:



     (a) “Committee” shall mean a Committee of two or more directors who shall be appointed by and
serve at the pleasure of the Board. As long as the Company’s securities are registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended, then, to the extent necessary for
compliance with Rule 16b-3, or any successor provision, each of the members of the Committee shall
be a “Non-Employee Director.” For purposes of this Section 1(a) “Non-Employee Director” shall have
the same meaning as set forth in Rule 16b 3, or any successor provision, as then in effect, of the
General Rules and Regulations under the Securities Exchange Act of 1934, as amended.



     (b) The “Company” shall mean OnHealth Network Company, a Washington corporation.



     (c) “Fair Market Value” shall mean (i) if such stock is reported by the Nasdaq National Market
or Nasdaq SmallCap Market or is listed upon an established stock exchange or exchanges, the
reported closing price of such stock by the Nasdaq National Market or Nasdaq SmallCap Market or on
such stock exchange or exchanges on the date the option is granted or, if no sale of such stock
shall have occurred on that date, on the next preceding day on which there was a sale of stock;
(ii) if such stock is not so reported by the Nasdaq National Market or Nasdaq SmallCap Market or
listed upon an established stock exchange, the average of the closing “bid” and “asked” prices
quoted by the National Quotation Bureau, Inc. (or any comparable reporting service) on the date the
option is granted, or if there are no quoted “bid” and “asked” prices on such date, on the next
preceding date for which there are such quotes; or (iii) if such stock is not publicly traded as of
the date the option is granted, the per share value as determined by the Board, or the Committee,
in its sole discretion by applying principles of valuation with respect to all such options.



     (d) The “Internal Revenue Code” is the Internal Revenue Code of 1986, as amended from time to
time.



     (e) “Option Stock” shall mean Common Stock of the Company (subject to adjustment as described
in Section 12) reserved for options pursuant to this Plan.



     (f) “Non-Employee Director” shall mean members of the Board who are not employees of the
Company or any subsidiary, except as defined in and for Section 1(a).



     (g) The “Optionee” means an employee of the Company or any Subsidiary to whom an incentive
stock option has been granted pursuant to Section 9; a consultant or advisor to or director
(including a Non-Employee Director), employee or officer of the Company or any Subsidiary to whom a
nonqualified stock option has been granted pursuant to Section 10; or a Non-Employee Director to
whom a nonqualified stock option has been granted pursuant to Section 17.



     (h) “Parent” shall mean any corporation which owns, directly or indirectly in an unbroken
chain, fifty percent (50%) or more of the total voting power of the Company’s outstanding stock.



 









 





     (i) The “Plan” means the OnHealth Network Company 1997 Stock Option Plan, as amended by the
1999 Amendment and restated in this Amended and Restated OnHealth Network Company 1997 Stock Option
Plan as such may be further amended hereafter from time to time, including the form of Option
Agreements as they may be modified by the Board from time to time.



     (j) A “Subsidiary” shall mean any corporation of which fifty percent (50%) or more of the
total voting power of outstanding stock is owned, directly or indirectly in an unbroken chain, by
the Company.



     (k) “Non-Employee Director” shall mean members of the Board who are not employees of the
Company or any subsidiary, except as defined in and for Section 1(a).



     (l) “1999 Amendment” means the Amendment increasing the authorized shares reserved for grant
under the Plan from 1,750,000 to 4,750,000 as adopted by the Company’s shareholders at the June 15,
1999 annual meeting.



SECTION 2.

PURPOSE




     The purpose of the Plan is to promote the success of the Company and its Subsidiaries by
facilitating the retention of competent personnel and by furnishing incentive to officers,
directors, employees, consultants, and advisors upon whose efforts the success of the Company and
its Subsidiaries will depend to a large degree.



     It is the intention of the Company to carry out the Plan through the granting of stock options
which will qualify as “incentive stock options” under the provisions of Section 422 of the Internal
Revenue Code, or any successor provision, pursuant to Section 9 of this Plan, and through the
granting of “nonqualified stock options” pursuant to Section 10 and 17 of this Plan.



SECTION 3.

EFFECTIVE DATE OF PLAN




     The Plan was initially effective as of the date of adoption by the Board of Directors, and the
Amendment on June 15, 1999 with approval by the shareholders of the Company.



SECTION 4.

ADMINISTRATION




     The Plan shall be administered by the Board of Directors of the Company (hereinafter referred
to as the “Board”) or by a Committee which may be appointed by the Board from time to time
(collectively referred to as the “Administrator”). The Administrator shall have all of the powers
vested in it under the provisions of the Plan, including but not limited to exclusive authority
(where applicable and within the limitations described in this Plan) to determine, in its sole
discretion, whether an incentive stock option or nonqualified stock option shall be granted, the
individuals to whom, and the time or times at which, options shall be granted, the number of shares
subject to each option and the option price and terms and conditions of each option. The
Administrator shall have full power and authority to administer and interpret the Plan, to make and
amend rules, regulations and guidelines for administering the Plan, to prescribe the form and
conditions of the respective stock option agreements (which may vary from Optionee to Optionee)
evidencing each option and to make all other determinations necessary or advisable for the
administration of the Plan. The Administrator’s interpretation of the Plan, and all actions taken
and determinations made by the Administrator pursuant to the power vested in it hereunder, shall be
conclusive and binding on all parties concerned.



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     No member of the Board or the Committee shall be liable for any action taken or determination
made in good faith in connection with the administration of the Plan. In the event the Board
appoints a Committee as provided hereunder, any action of the Committee with respect to the
administration of the Plan shall be taken pursuant to a majority vote of the Committee members or
pursuant to the written resolution of all Committee members.



SECTION 5.

PARTICIPANTS




     The Administrator shall from time to time, at its discretion and without approval of the
shareholders, designate those employees, officers, directors (including Non-Employee Directors),
consultants, and advisors of the Company or of any Subsidiary to whom nonqualified stock options
shall be granted pursuant to Section 10 of this Plan; provided, however, that consultants or
advisors shall not be eligible to receive stock options hereunder unless such consultant or advisor
renders bona fide services to the Company or Subsidiary and such services are not in connection
with the offer or sale of securities in a capital raising transaction; and, provided further, that
Non-Employee Directors will be granted options pursuant to Section 17 of this Plan without any
further action by the Administrator. The Administrator shall, from time to time, at its discretion
and without approval of the shareholders, designate those employees of the Company or any
Subsidiary to whom incentive stock options shall be granted pursuant to Section 9 of this Plan.
The Administrator may grant additional incentive stock options or nonqualified stock options under
this Plan to some or all participants then holding options or may grant options solely or partially
to new participants. In designating participants, the Administrator shall also determine the
number of shares to be optioned to each such participant. The Board may from time to time
designate individuals as being ineligible to participate in the Plan.



SECTION 6.

STOCK




     The Stock to be optioned under this Plan shall consist of authorized but unissued shares of
Option Stock. Four Million Seven Hundred Fifty Thousand (4,750,000) shares of Option Stock shall
be reserved and available for options under the Plan; provided, however, that the total number of
shares of Option Stock reserved for options under this Plan shall be subject to adjustment as
provided in Section 12 of the Plan. In the event that any outstanding option under the Plan for
any reason expires or is terminated prior to the exercise thereof, the shares of Option Stock
allocable to the unexercised portion of such option shall continue to be reserved for options under
the Plan and may be optioned hereunder.



SECTION 7.

DURATION OF PLAN




     Incentive stock options may be granted pursuant to the Plan from time to time during a period
of ten (10) years from the effective date as defined in Section 3. Nonqualified stock options may
be granted pursuant to the Plan from time to time after the effective date of the Plan and until
the Plan is discontinued or terminated by the Board. Any incentive stock option granted during
such ten-year period and any nonqualified stock option granted prior to the termination of the Plan
by the Board shall remain in full force and effect until the expiration of the option as specified
in the written stock option agreement and shall remain subject to the terms and conditions of this
Plan.



SECTION 8.

PAYMENT




     Optionees may pay for shares upon exercise of options granted pursuant to this Plan with cash,
personal check, certified check or, if approved by the Administrator in its sole discretion, Common
Stock



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of the Company valued at such Stock’s then Fair Market Value, or such other form of payment
as may be authorized by the Administrator. The Administrator may, in its sole discretion, limit
the forms of payment available to the Optionee and may exercise such discretion any time prior to
the termination of the option granted to the Optionee or upon any exercise of the option by the
Optionee.



     With respect to payment in the form of Common Stock of the Company, the Administrator may
require advance approval or adopt such rules as it deems necessary to assure compliance with Rule
16b-3, or any successor provision, as then in effect, of the General Rules and Regulations under
the Securities Exchange Act of 1934, if applicable.



SECTION 9.

TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS




     Each incentive stock option granted pursuant to this Section 9 shall be evidenced by a written
stock option agreement (the “Option Agreement”). The Option Agreement shall be in such form as may
be approved from time to time by the Administrator and may vary from Optionee to Optionee;
provided, however, that each Optionee and each Option Agreement shall comply with and be subject to
the following terms and conditions:



     (a) Number of Shares and Option Price. The Option Agreement shall state the total number of
shares covered by the incentive stock option. To the extent required to qualify the Option as an
incentive stock option under Section 422 of the Internal Revenue Code, or any successor provision,
the option price per share shall not be less than one hundred percent (100%) of the Fair Market
Value of the Common Stock per share on the date the Administrator grants the option; provided,
however, that if an Optionee owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or of its Parent or any Subsidiary,
the option price per share of an incentive stock option granted to such Optionee shall not be less
than one hundred ten percent (110%) of the Fair Market Value of the Common Stock per share on the
date of the grant of the option. The Administrator shall have full authority and discretion in
establishing the option price and shall be fully protected in so doing.



     (b) Term and Exercisability of Incentive Stock Option. The term during which any incentive
stock option granted under the Plan may be exercised shall be established in each case by the
Administrator. To the extent required to qualify the Option as an incentive stock option under
Section 422 of the Internal Revenue Code, or any successor provision, in no event shall any
incentive stock option be exercisable during a term of more than ten (10) years after the date on
which it is granted; provided, however, that if an Optionee owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the Company or of its
parent or any Subsidiary, the incentive stock option granted to such Optionee shall be exercisable
during a term of not more than five (5) years after the date on which it is granted.



          The Option Agreement shall state when the incentive stock option becomes exercisable and shall
also state the maximum term during which the option may be exercised. In the event an incentive
stock option is exercisable immediately, the manner of exercise of the option in the event it is
not exercised in full immediately shall be specified in the Option Agreement. The Administrator
may accelerate the exercisability of any incentive stock option granted hereunder which is not
immediately exercisable as of the date of grant.



     (c) Other Provisions. The Option Agreement authorized under this Section 9 shall contain such
other provisions as the Administrator shall deem advisable. Any such Option Agreement shall
contain such limitations and restrictions upon the exercise of the option as shall be necessary to
ensure that such option will be considered an “incentive stock option” as defined in Section 422 of
the Internal Revenue Code or to conform to any change therein.



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SECTION 10.

TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS




     Each nonqualified stock option granted pursuant to this Section 10 shall be evidenced by a
written Option Agreement. The Option Agreement shall be in such form as may be approved from time
to time by the Administrator and may vary from Optionee to Optionee; provided, however, that each
Optionee and each Option Agreement shall comply with and be subject to the following terms and
conditions:



     (a) Number of Shares and Option Price. The Option Agreement shall state the total number of
shares covered by the nonqualified stock option. Unless otherwise determined by the Administrator,
the option price per share shall be one hundred percent (100%) of the Fair Market Value of the
Common Stock per share on the date the Administrator grants the option; provided, however, that the
option price may not be less than eighty five percent (85%) of the Fair Market Value of the Common
Stock per share on the date of grant.



     (b) Term and Exercisability of Nonqualified Stock Option. The term during which any
nonqualified stock option granted under the Plan may be exercised shall be established in each case
by the Administrator. The Option Agreement shall state when the nonqualified stock option becomes
exercisable and shall also state the maximum term during which the option may be exercised. In the
event a nonqualified stock option is exercisable immediately, the manner of exercise of the option
in the event it is not exercised in full immediately shall be specified in the stock option
agreement. The Administrator may accelerate the exercisability of any nonqualified stock option
granted hereunder which is not immediately exercisable as of the date of grant.



     (c) Withholding. The Company or its Subsidiary shall be entitled to withhold and deduct from
future wages of the Optionee all legally required amounts necessary to satisfy any and all
withholding and employment-related taxes attributable to the Optionee’s exercise of a nonqualified
stock option. In the event the Optionee is required under the Option Agreement to pay the Company,
or make arrangements satisfactory to the Company respecting payment of, such withholding and
employment-related taxes, the Administrator may, in its discretion and pursuant to such rules as it
may adopt, permit the Optionee to satisfy such obligation, in whole or in part, by electing to have
the Company withhold shares of Common Stock otherwise issuable to the Optionee as a result of the
option’s exercise equal to the amount required to be withheld for tax purposes. Any stock elected
to be withheld shall be valued at its Fair Market Value, as of the date the amount of tax to be
withheld is determined under applicable tax law. The Optionee’s election to have shares withheld
for this purpose shall be made on or before the date the option is exercised or, if later, the date
that the amount of tax to be withheld is determined under applicable tax law. Such election shall
be approved by the Administrator and otherwise comply with such rules as the Administrator may
adopt to assure compliance with Rule 16b-3, or any successor provision, as then in effect, of the
General Rules and Regulations under the Securities Exchange Act of 1934, if applicable.



     (d) Other Provisions. The Option Agreement authorized under this Section 10 shall contain
such other provisions as the Administrator shall deem advisable.



SECTION 11.

TRANSFER OF OPTION




     No incentive stock option shall be transferable, in whole or in part, by the Optionee other
than by will or by the laws of descent and distribution and, during the Optionee’s lifetime, the
option may be exercised only by the Optionee. If the Optionee shall attempt any transfer of any
incentive stock option granted under the Plan during the Optionee’s lifetime, such transfer shall
be void and the incentive stock option, to the extent not fully exercised, shall terminate.



     The Administrator may, in its sole discretion, permit the Optionee to transfer any or all
nonqualified stock options to any member of the Optionee’s “immediate family” as such term is
defined in Rule 16a-1(e) promulgated under the Securities Exchange Act of 1934, or any successor
provision, or to



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one or more trusts whose beneficiaries are members of such Optionee’s “immediate
family” or partnerships in which such family members are the only partners; provided, however, that
the Optionee receives no consideration for the transfer and such transferred nonqualified stock
option shall continue to be subject to the same terms and conditions as were applicable to such
nonqualified stock option immediately prior to its transfer.



SECTION 12.

RECAPITALIZATION, SALE, MERGER, EXCHANGE OR LIQUIDATION




     In the event of an increase or decrease in the number of shares of Common Stock resulting from
a subdivision or consolidation of shares or the payment of a stock dividend or any other increase
or decrease in the number of shares of Common Stock effected without receipt of consideration by
the Company, the number of shares of Option Stock reserved under Section 6 hereof and the number of
shares of Option Stock covered by each outstanding option and the price per share thereof shall be
adjusted by the Board to reflect such change. Additional shares which may be credited pursuant to
such adjustment shall be subject to the same restrictions as are applicable to the shares with
respect to which the adjustment relates.
Unless otherwise provided in the stock option agreement, in the event of



     (i) an acquisition of the Company by a corporation, partnership, trust or other entity not
controlled by the Company through (A) the sale of substantially all of the Company’s assets and the
consequent discontinuance of its business or (B) through a merger, consolidation, exchange,
reorganization, reclassification, extraordinary dividend, divestiture or liquidation of the
Company, other than a merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity) at least 80% of
the combined voting power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation (collectively referred to as a
“transaction”), or



     (ii) a change of control such that (A) any individual, partnership, trust or other entity
becomes after the effective date of the Plan the “beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of 35% or more of the combined voting power of the
Company’s outstanding securities ordinarily having the right to vote at elections of directors of
the Company, or (B) individuals who constitute the Board of Directors of the Company on the
effective date of the Plan cease for any reason to constitute at least a majority thereof, provided
that any person becoming a director subsequent to the effective date of the Plan whose election, or
nomination for election by the Company’s shareholders, was approved by a vote of at least a
majority of the directors comprising the Board of Directors of the Company on the effective date of
the Plan (either by a specific vote or by approval of the proxy statement of the Company in which
such person is named as a nominee for director, without objection to such nomination) shall be, for
purposes of this clause (B) considered as though such person were a member of the Board of
Directors of the Company on the effective date of the Plan ((A) and (B) collectively with the
transactions described in (i) above referred to as “change of control transactions”),
all outstanding options shall become immediately exercisable, whether or not such options had
become exercisable prior to the change of control transaction; provided, however, that if the
acquiring party seeks to have the transaction accounted for on a “pooling of interests” basis and,
in the opinion of the Company’s independent certified public accountants, accelerating the
exercisability of such options would preclude a pooling of interests under generally accepted
accounting principles, the exercisability of such options shall not accelerate. In addition to the
foregoing, in the event of such a change of control transaction, the Board may provide for one or
more of the following:




     (a) the complete termination of this Plan and cancellation of outstanding options not
exercised prior to a date specified by the Board (which date shall give Optionees a
reasonable period of time in which to exercise the options prior to the effectiveness of
such change of control transaction);




     (b) that Optionees holding outstanding incentive or nonqualified options shall
receive, with respect to each share of Option Stock subject to such options, as of the
effective date



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of any such change of control transaction, cash in an amount equal to the
excess of the Fair Market Value of such Option Stock on the date immediately preceding the
effective date of such change of control transaction over the option price per share of
such options; provided that the Board may, in lieu of such cash payment, distribute to such
Optionees shares of stock of the Company or shares of stock of any corporation succeeding
the Company by reason of such change of control transaction, such shares having a value
equal to the cash payment herein; or




     (c) the continuance of the Plan with respect to the exercise of options which were
outstanding as of the date of adoption by the Board of such plan for such change of control
transaction and provide to Optionees holding such options the right to exercise their
respective options as to an equivalent number of shares of stock of the corporation
succeeding the Company by reason of such transaction.


The Board may restrict the rights of or the applicability of this Section 12 to the extent
necessary to comply with Section 16(b) of the Securities Exchange Act of 1934, the Internal Revenue
Code or any other applicable law or regulation. The grant of an option pursuant to the Plan shall
not limit in any way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge, exchange or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.




SECTION 13.

SECURITIES LAW COMPLIANCE




     No shares of Common Stock shall be issued pursuant to the Plan unless and until there has been
compliance, in the opinion of Company’s counsel, with all applicable legal requirements, including
without limitation, those relating to securities laws and stock exchange listing requirements. As
a condition to the issuance of Option Stock to Optionee, the Administrator may require Optionee to
(i) represent that the shares of Option Stock are being acquired for investment and not resale and
to make such other representations as the Administrator shall deem necessary or appropriate to
qualify the issuance of the shares as exempt from the Securities Act of 1933 and any other
applicable securities laws, and (ii) represent that Optionee shall not dispose of the shares of
Option Stock in violation of the Securities Act of 1933 or any other applicable securities laws.



     As a further condition to the grant of any incentive or nonqualified stock option or the
issuance of Option Stock to Optionee, Optionee agrees to the following:



     (a) In the event the Company advises Optionee that it plans an underwritten public offering of
its Common Stock in compliance with the Securities Act of 1933, as amended, and the underwriter(s)
seek to impose restrictions under which certain shareholders may not sell or contract to sell or
grant any option to buy or otherwise dispose of part or all of their stock purchase rights of the
underlying Common Stock, Optionee will not, for a period not to exceed 180 days from the
prospectus, sell or contract to sell or grant an option to buy or otherwise dispose of any
incentive or nonqualified stock option granted to Optionee pursuant to the Plan or any of the
underlying shares of Common Stock without the prior written consent of the underwriter(s) or its
representative(s).



     (b) In the event the Company makes any public offering of its securities and determines in its
sole discretion that it is necessary to reduce the number of issued but unexercised stock purchase
rights so as to comply with any states securities or Blue Sky law limitations with respect thereto,
the Board of Directors of the Company shall have the right (i) to accelerate the exercisability of
any incentive or nonqualified stock option and the date on which such option must be exercised,
provided that the Company gives Optionee prior written notice of such acceleration, and (ii) to
cancel any options or portions thereof which Optionee does not exercise prior to or
contemporaneously with such public offering.



     (c) In the event of a transaction (as defined in Section 12 of the Plan) which is treated as a
“pooling of interests” under generally accepted accounting principles, Optionee will comply with
Rule 145



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of the Securities Act of 1933 and any other restrictions imposed under other applicable
legal or accounting principles if Optionee is an “affiliate” (as defined in such applicable legal
and accounting principles) at the time of the transaction, and Optionee will execute any documents
necessary to ensure compliance with such rules.



     The Company reserves the right to place a legend on any stock certificate issued upon exercise
of an option granted pursuant to the Plan to assure compliance with this Section 14.



SECTION 14.

RIGHTS AS A SHAREHOLDER




     An Optionee (or the Optionee’s successor or successors) shall have no rights as a shareholder
with respect to any shares covered by an option until the date of the issuance of a stock
certificate evidencing such shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property), distributions or other rights for
which the record date is prior to the date such stock certificate is actually issued (except as
otherwise provided in Section 12 of the Plan).



SECTION 15.

AMENDMENT OF THE PLAN




     The Board may from time to time, insofar as permitted by law, suspend or discontinue the Plan
or revise or amend it in any respect; provided, however, that no such revision or amendment, except
as is authorized in Section 12, shall impair the terms and conditions of any option which is
outstanding on the date of such revision or amendment to the material detriment of the Optionee
without the consent of the Optionee. Notwithstanding the foregoing, no such revision or amendment
shall (i) materially increase the number of shares subject to the Plan except as provided in
Section 12 hereof, (ii) change the designation of the class of employees eligible to receive
options, (iii) decrease the price at which options may be granted, or (iv) materially increase the
benefits accruing to Optionees under the Plan without the approval of the shareholders of the
Company if such approval is required for compliance with the requirements of any applicable law or
regulation. Furthermore, the Plan may not, without the approval of the shareholders, be amended in
any manner that will cause incentive stock options to fail to meet the requirements of Section 422
of the Internal Revenue Code.



SECTION 16.

NO OBLIGATION TO EXERCISE OPTION




     The granting of an option shall impose no obligation upon the Optionee to exercise such
option. Further, the granting of an option hereunder shall not impose upon the Company or any
Subsidiary any obligation to retain the Optionee in its employ for any period.



SECTION 17.

GRANTING OF OPTIONS TO NON-EMPLOYEE DIRECTORS




     (a) Initial Grant. Each Non-Employee Director of the Company whose initial election or
appointment to the Board of Directors occurs on or after the date this Plan is approved by the
Company’s shareholders shall, as of the date of such election, automatically be granted an option
to purchase twenty-five thousand (25,000) shares of the Common Stock at an option price per share
equal to 100% of the Fair Market Value of the Common Stock on such date. Options granted pursuant
to this subsection (a) shall be immediately exercisable to the extent of twenty five percent (25%)
shares subject to such option and to the extent of an additional twenty five percent (25%) shares
on each of the first three anniversary dates of the date of grant.



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     (b) Annual Grant. On March 1 of each year following the date this Plan is approved by the
Company’s shareholders, each Non Employee Director shall automatically be granted an option to
purchase five thousand (5,000) shares of the Common Stock at an option price per share equal to
100% of the Fair Market Value of the Common Stock on the date of grant. Options granted pursuant
to this subsection (b) shall become exercisable in full on the first anniversary date of the date
of grant.



     (c) General. All options granted pursuant to this Section 17 shall be designated as
nonqualified options and shall be subject to the same terms and provisions as are then in effect
with respect to granting of nonqualified options to officers and employees of the Company except
that the option shall expire on the earlier of (i) one year after the Optionee ceases to be a
director for any reason and (ii) ten (10) years after the date of grant.



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