Exhibit 4.2



 Exhibit 4.2 
  
 MAINSTREET BANKSHARES, INC. 
 2004 KEY EMPLOYEE STOCK OPTION PLAN 
  
 ARTICLE I 
 Establishment, Purpose and Duration 
  
 1.1 Establishment of the Plan. MainStreet Bankshares, Inc., a Virginia
corporation (the “Company”), hereby establishes an incentive compensation plan for the Company to be known as the “2004 Key Employee Stock Option Plan” (the “Plan”), as set forth in this document. Unless otherwise
defined herein, all capitalized terms shall have the meanings set forth in Section 2.1 herein. The Plan permits the grant of Non-Qualified Stock Options and, when approved by vote of shareholders of the Company, Incentive Stock Options. 

 
 The Plan was adopted by the Board of Directors of the Company on January
21, 2004, (“Effective Date”), but Incentive Stock Options may not be awarded hereunder unless and until the Plan has been approved by vote of the Company’s shareholders. 
  
 1.2 Purpose of the Plan. The purpose of the Plan is to promote the success of the Company by providing incentives to
Key Employees that will promote the identification of their personal interest with the long-term financial success of the Company and with growth in shareholder value. The Plan is designed to provide flexibility to the Company in its ability to
motivate, attract and retain the services of Key Employees upon whose judgment, interest and special effort the successful conduct of its operation is largely dependent. 
  
 1.3 Duration of the Plan. The Plan shall commence on the Effective Date, as described in Section 1.1 herein and shall
remain in effect, subject to the right of the Board of Directors to terminate the Plan at any time pursuant to Article IX herein, until the fifth anniversary of the Effective Date, at which time it shall terminate except with respect to Awards made
prior to and outstanding on that date which shall remain valid in accordance with their terms. 
  
 ARTICLE II 
 Definitions 
  
 2.1 Definitions. Except as otherwise defined in the Plan, the following terms shall have the meanings set forth
below: 
  
 (a) “Affiliate” shall have
the meaning ascribed to it in Rule 12b-2 under the Exchange Act. 
  
 (b) “Agreement” means a written agreement implementing the grant of each Award signed by an authorized officer of the Company and by the Participant. 
  









 (c) “Award” means, individually or collectively, a grant under this Plan of
Incentive Stock Options or Non-Qualified Stock Options. 
  
 (d) “Award Date” or “Grant Date” means the date on which an Award is made by the Committee under this Plan. 
  

(e) “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act. 
  
 (f) “Board” or “Board of Directors”
means the Board of Directors of the Company, unless otherwise indicated. 
  
 (g) “Change in Control” shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied: 
  
 (i) any Person (other than the Company, a trustee or other
fiduciary holding securities under any employee benefit plan of the Company), who or which, together with all Affiliates and Associates of such Person, is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company’s then outstanding securities; or 
  
 (ii) if, at any time after the Effective Date, the composition of the Board of Directors of the Company shall change such that a majority
of the Board of the Company shall no longer consist of Continuing Directors; or 
  
 (iii) if at any time, (1) the Company shall consolidate with, or merge with, any other Person and the Company shall not be the continuing
or surviving corporation, (2) any Person shall consolidate with or merge with the Company and the Company shall be the continuing or surviving corporation and, in connection therewith, all or part of the outstanding Stock shall be changed into or
exchanged for stock or other securities of any other Person or cash or any other property, (3) the Company shall be a party to a statutory share exchange with any other Person after which the Company is a subsidiary of any other Person, or (4) the
Company shall sell or otherwise transfer 50% or more of the assets or earning power of the Company to any Person or Persons. 
  
 (h) “Code” means the Internal Revenue Code of 1986, as amended from time to time. 
  
 (i) “Committee” means the committee of the Board
of Directors of the Company appointed by the Company to administer the Plan pursuant to Article III herein, all of the members of which shall be “disinterested persons” as defined in Rule 16b-3, as amended, under the Exchange Act or any
similar or successor rule. Unless otherwise determined by the Board of Directors of the Company, the members of the committee 

  

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responsible for executive compensation who are not employees of the Company shall constitute the Committee. 
  
 (j) “Continuing Director” means an individual who
was a member of the Board of Directors on the Effective Date or whose subsequent nomination for election or re-election to the Board of Directors was recommended or approved by the affirmative vote of two-thirds of the Continuing Directors then in
office. 
  
 (k) “Exchange Act” means
the Securities Exchange Act of 1934, as amended. 
  
 (l) “Fair Market Value” of a Share means the fair market value as quoted on a recognized stock quotation system, exchange or bulletin board or, in the alternative, as determined pursuant to a reasonable method adopted by the
Committee in good faith for such purpose. 
  
 (m)
“Incentive Stock Option” or “ISO” means an option to purchase Stock, granted under Article VI herein, after the approval of this Plan by vote of the Company’s shareholders which is designated as an incentive stock option and
is intended to meet the requirements of Section 422(a) of the Code. 
  
 (n) “Key Employee” means an officer or other key employee of the Company or of a Parent, Subsidiary or an Affiliate, who, in the opinion of the Committee, can contribute significantly to the growth and
profitability of, or perform services of major importance to the Company. 
  
 (o) “Non-Qualified Stock Option” or “NQSO” means an option to purchase Stock, granted under Article VI herein, which is not intended to be an Incentive Stock Option. 
  
 (p) “Option” means an Incentive Stock Option or a
Non-Qualified Stock Option. 
  
 (q) “Option
Price” shall have the meaning given thereto in 6.3 hereof. 
  
 (r) “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations, other than the Company, owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of Parent on a date after Effective Date shall be considered a Parent commencing on that later
date. 
  
 (s) “Participant” means a Key
Employee who is granted an Award under the Plan. 
  

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 (t) “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of
the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d). 
  
 (u) “Plan” means the MainStreet Bankshares, Inc. 2004 Key Employee Stock Option Plan, as described and as hereafter from time to
time amended. 
  
 (v) “Stock” or
“Shares” means the common stock of the Company. 
  
 (w) “Subsidiary” shall mean a corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations, other than the last corporation, in the
unbroken chain owns stock possession at least 50% of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a subsidiary on a date after the Effective Date
shall be considered a Subisidary commencing on that later date. 
  
 ARTICLE III 
 Administration 
  

3.1 The Committee. The Plan shall be administered by the Committee which shall have all powers necessary or desirable for such administration.
The express grant in this Plan of any specific power to the Committee shall not be construed as limiting any power or authority of the Committee. In addition to any other powers and, subject to the provisions of the Plan, the Committee shall have
the following specific powers: (i) to determine the terms and conditions upon which the Awards may be made and exercised; (ii) to determine all terms and provisions of each Agreement, which need not be identical; (iii) to construe and interpret the
Agreements and the Plan; (iv) to establish, amend or waive rules or regulations for the Plan’s administration; (v) to accelerate the exercisability of any Award or the termination of any Period of Restriction; and (vi) to make all other
determinations and take all other actions necessary or advisable for the administration of the Plan. 
  
 3.2 Selection of Participants. The Committee shall have the authority to grant Awards under the Plan, from time to time, to such Key Employees as
may be selected by it. Each Award shall be evidenced by an Agreement. 
  
 3.3 Decisions Binding. All determinations and decisions made by the Board or the Committee pursuant to the provisions of the Plan shall be final, conclusive and binding. 
  
 3.4 Rule 16b-3 Requirements. Notwithstanding any other provision of the Plan, the Board or the Committee may impose
such conditions on any Award and amend the Plan in any such respects, as may be required to satisfy the requirements of Rule 16b-3, as amended (or any successor or similar rule), under the Exchange Act. 
  
 3.5 Indemnification of Committee. In addition to such other rights of
indemnification as they may have as directors or as members of the Committee, the members of the Committee 

  

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shall have the indemnity rights and the Company shall have the indemnity obligations provided in the Company’s Articles of Incorporation and Bylaws with
respect to the conduct of the Committee. In carrying out its responsibilities, the Committee shall also have the right to consult lawyers, experts and other consultants of its choosing at the Company’s expense. 
  
 ARTICLE IV 
 Stock Subject to the Plan 
  
 4.1 Number of Shares. Subject to adjustment as provided in Section 4.3 herein, the maximum aggregate number of Shares that may be issued pursuant to Awards made under the Plan shall not exceed 137,000. Except
as provided in Sections 4.2 herein, the issuance of Shares in connection with the exercise of Awards under the Plan shall reduce the number of Shares available for future Awards under the Plan. 
  
 4.2 Lapsed Awards or Forfeited Shares. If any Award granted under this
Plan (for which no material benefits of ownership have been received, including dividends) terminates, expires, or lapses for any reason other than by virtue of exercise of the Award, any Stock subject to such Award again shall be available for the
grant of an Award under the Plan. 
  
 4.3 Adjustments. In
the event of a subdivision of the outstanding Shares, a declaration of a dividend payable in Shares or a combination or consolidation of the outstanding Shares (by reclassification or otherwise) into a lesser number of Shares, corresponding
adjustments shall automatically be made in each of the following: 
  

	 	(a)	the number of Options for future Awards; 

  

	 	(b)	the number of Shares covered by each outstanding Option; or 

  

	 	(c)	the Exercise Price of each outstanding Option. 

  
 In the event of a declaration of an extraordinary dividend payable in a form other than Shares in an amount that has a material effect on the price of
Shares, a recapitalization, a spin-off or a similar occurrence, the Committee may make such adjustments as it, in its sole discretion, deems appropriate in one or more of the foregoing. Except as provided in this Article, a Participant shall have no
rights by reason of any issuance by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of any shares of stock of any class or securities convertible into stock of any class, any
subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class. 
  
 4.4 Dissolution or Liquidation. To the extent not previously exercised or settled, Options shall terminate
immediately prior to the dissolution or liquidation of the Company. 
  
 4.5 Reorganization. In the event that the Company is a party to a merger or other reorganization, outstanding Awards shall be subject to the agreement of merger or reorganization. Subject to the rights of the Committee under Article
VII, such agreement shall 

  

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provide for: (a) the continuation of the outstanding Awards by the Company, if the Company is a surviving corporation; (b) the assumption of the outstanding
Awards by the surviving corporation or its parent or subsidiary; or (c) the substitution by the surviving corporation or its parent or subsidiary of its own awards for the outstanding Awards. 
  
 ARTICLE V 
 Eligibility 
  
 Persons eligible to participate in the Plan include all employees of the Company and its Parent, Subsidiaries and Affiliates who, in the opinion of the Committee, are Key Employees. Key Employees may not include directors of the Company who
are not employees of the Company. 
  
 ARTICLE VI 

Stock Options 
  
 6.1 Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Key Employees at any time and from time to time as
shall be determined by the Committee. The Committee shall have complete discretion in determining the number of Shares subject to Options granted to each Participant, provided, however, that the aggregate Fair Market Value (determined at the time
the Award is made) of Shares with respect to which any Participant may first exercise ISOs granted under the Plan during any calendar year may not exceed $100,000 or such amount as shall be specified in Section 422(a) of the Code and rules and
regulation thereunder. 
  
 6.2 Option Agreement. Each
Option grant shall be evidenced by an Option Agreement that shall specify the type of Option granted, the Option Price (as hereinafter defined), the duration of the Option, the number of Shares to which the Option pertains, any conditions imposed
upon the exercisability of Options in the event of retirement, death, disability or other termination of employment and such other provisions as the Committee shall determine. The Option Agreement may have additional provisions as the Committee
shall determine, not inconsistent with this Plan. The provisions of Option Agreements need not be identical. The Option Agreement shall specify whether the Option is intended to be an Incentive Stock Option within the meaning of Section 422(a) of
the Code, or Non-Qualified Stock Option not intended to be within the provisions of Section 422(a) of the Code. The provisions of such Option Agreements under the Plan need not be identical. 
  
 6.3 Option Price. The exercise price per share of Stock covered by an
Option (“Option Price”) shall be determined by the Committee subject to the following limitations. The Option Price of an ISO shall not be less than 100% of the Fair Market Value of such Stock on the Grant Date. An ISO granted to an
employee who, at the time of grant, owns (within the meaning of Section 425(d) of the Code) Stock possessing more than 10% of the total combined voting power of all classes of Stock of the Company, shall have an Option Price which is at least equal
to 110% of the Fair Market Value of the Stock. 
  

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 6.4 Duration of Options. Each Option shall expire at such time as the Committee shall determine at
the time of grant provided, however, that no ISO shall be exercisable later than the tenth (10th) anniversary date of its Award Date. 
  
 6.5 Exercisability. Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the
Committee shall determine, which need not be the same for all Participants. No Option, however, shall be exercisable until the expiration of at least six months after the Award Date, except that such limitation shall not apply in the case of death
or disability of the Participant. 
  
 6.6 Method of
Exercise. Options shall be exercised by the delivery of a written notice to the Company in the form prescribed by the Committee setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment
for the Shares. The Option Price shall be payable to the Company in full either in cash, by delivery of Shares of Stock valued at Fair Market Value at the time of exercise (in the Committee’s sole discretion), delivery of a promissory note (in
the Committee’s sole discretion) or by a combination of the foregoing (in the Committee’s sole discretion). As soon as practicable, after receipt of written notice and payment, the Company shall deliver to the Participant, stock
certificates in an appropriate amount based upon the number of Options exercised, issued in the Participant’s name. No Participant who is awarded Options shall have rights as a shareholder in connection with the Shares subject to such Options
until the date of exercise of the Options. 
  
 6.7 Restrictions
on Stock Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option under the Plan as it may deem advisable, including, without limitation, restrictions under the applicable Federal
securities law, under the requirements of the National Association of Securities Dealers, Inc. or any stock exchange upon which such Shares are then listed and under any blue sky or state securities laws applicable to such Shares. 
  
 6.8 Nontransferability of Options. No Option granted under the Plan
may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution. Further, all Options granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant or his guardian or legal representative. 
  
 ARTICLE VII 
 Change in Control 
  
 The Committee, as constituted before a Change in Control, in its sole discretion may, as to any outstanding Award, either at
the time the Award is made or any time thereafter, take any one or more of the following actions in respect to a Change in Control of the Company: (i) provide for the acceleration of any time periods relating to the exercise or realization of any
such Award so that such Award may be exercised or realized in full on or before a date initially fixed by the Committee; (ii) provide for the purchase or settlement of any such Award by the Company, upon a Participant’s request, for an amount
of cash equal to the amount which could 

  

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have been obtained upon the exercise of such Award or realization of such Participant’s rights had such Award been currently exercisable or payable; or
(iii) make such adjustment to any such Award then outstanding as the Committee deems appropriate to reflect such Change in Control. 
  
 ARTICLE VIII 
 Modification, Extension
and Renewals of Awards 
  
 Subject to the terms and conditions
and within the limitations of the Plan, the Committee may modify, extend or renew outstanding Awards, or, if authorized by the Board, accept the surrender of outstanding Awards (to the extent not yet exercised) granted under the Plan and authorize
the granting of new Awards pursuant to the Plan in substitution therefor and the substituted Awards may specify a lower exercise price than the surrendered Awards, a longer term than the surrendered Awards or may contain any other provisions that
are authorized by the Plan. The Committee may also modify the terms of any outstanding Agreement. Notwithstanding the foregoing, however, no modification of an Award, shall, without the consent of the Participant, adversely affect the rights or
obligations of the Participant. 
  
 ARTICLE IX 

Amendment, Modification and Termination of the Plan 
  
 9.1 Amendment, Modification and Termination. At any time and from time to time, the Board may terminate, amend or modify the Plan. Such amendment
or modification may be without shareholder approval except to the extent that such approval is required by the Code, pursuant to the rules under Section 16 of the Exchange Act, by any national securities exchange or system on which the Stock is then
listed or reported, by any regulatory body having jurisdiction with respect thereto or under any other applicable laws, rules or regulations. 
  
 9.2 Awards Previously Granted. No termination, amendment or modification of the Plan other than pursuant to Section 4.4 herein shall in any manner
adversely affect any Award theretofore granted under the Plan, without the written consent of the Participant. 
  
 ARTICLE X 
 Withholding 
  
 10.1 Tax Withholding. The Company shall have the power and the right
to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy Federal, State and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any grant,
exercise or payment made under or as a result of this Plan. 
  
 10.2 Stock Withholding. With respect to withholding required upon the exercise of Nonqualified Stock Options, or upon the occurrence of any other similar taxable event with respect to any Award, Participants may elect, subject to the
approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares of Stock having a Fair Market Value equal to the amount required to be withheld. The value of the Shares to be withheld
shall be based on Fair Market Value of the Shares on the date that the 

  

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amount of tax to be withheld is to be determined. All elections shall be irrevocable and be made in writing, signed by the Participant on forms approved by
the Committee in advance of the day that the transaction becomes taxable. 
  
 ARTICLE XI 
 Successors 
  
 All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor
to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business and/or assets of the Company. 
  
 ARTICLE XII 
 Awards under Other Plans 
  
 The Company may grant awards under other plans or programs. Such awards may be settled in the form of Shares issued under this Plan. Such Shares shall, when issued, reduce the number of Shares available under this
Plan. 
  
 ARTICLE XIII 
 Deferrral of Awards 
  
 The Committee (in its sole discretion) may permit or require a Participant to have Shares that otherwise would be delivered to such Participant as a
result of the exercise of an Option converted into amounts credited to a deferred compensation account established for such Committee as an entry on the Company’s books. Such amounts shall be determined by reference to the Fair Market Value of
such Shares as of the date when they otherwise would have been delivered to such Participant. 
  
 A deferred compensation account established under this Articles may be credited with interest or other forms of investment returns, as determined by the Committee. A Participant for whom such an account is established
shall have no rights other than those of a general creditor of the Company. Such account shall represent an unfunded and unsecured obligation of the Company and shall be subject to the terms and conditions of the applicable agreement between the
Participant and the Company. If the deferral or conversion of Awards is permitted or required, the Committee (in its sole discretion) may establish rules, procedures, and forms pertaining to such Awards, including (without limitation) the settlement
of deferred compensation accounts established under this Article. 
  

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 ARTICLE XIV 
 Limitation on Payments 
  
 14.1 Scope of Limitation. This Article shall apply to an Award only if: 
  
 (a) The independent auditors most recently selected by the Board (the “Auditors”) determine that the after-tax value of such
Award to the Participant, taking into account the effect of all federal, state and local income taxes, employment taxes and excise taxes applicable to the Participant (including the excise tax under section 4999 of the Code), will be greater after
the application of this Article XIV than it was before the application of this Article XIV; or 
  
 (b) The Committee, at the time of making an Award under the Plan or at any time thereafter, specifies in writing that such Award shall be
subject to this Article XIV (regardless of the after-tax value of such Award to the Participant). 
  
 If this Article applies to an Award, it shall supersede any contrary provision of the Plan or of any Award granted under the Plan.

  
 14.2 Basic Rule. In the event that the Auditors
determine that any payment or transfer by the Company under the Plan to or for the benefit of a Participant (a “Payment”) would be nondeductible by the Company for federal income tax purposes because of the provisions concerning
“excess parachute payments” in section 280G of the Code, then the aggregate present value of all Payments shall be reduced (but not below zero) to the Reduced Amount. For purposes of this Article XIV, the “Reduced Amount” shall
be the amount, expressed as a present value, which maximizes the aggregate present value of the Payments without causing any Payment to be nondeductible by the Company because of section 280G of the Code. 
  
 14.3 Reduction of Payments. If the Auditors determine that any Payment
would be nondeductible by the Company because of section 280G of the Code, then the Company shall promptly give the Participant notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Participant may
then elect, in his or her sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise the Company in
writing of his or her election within 10 days of receipt of notice. If no such election is made by the Participant within such 10-day period, then the Company may elect which and how much of the Payments shall be eliminated or reduced (as long as
after such election the aggregate present value of the Payments equals the Reduced Amount) and shall notify the Participant promptly of such election. For purposes of this Article XIV, present value shall be determined in accordance with section
280G(d)(4) of the Code. All determinations made by the Auditors under this Article XIV shall be binding upon the Company and the Participant and shall be made within 60 days of the date when a Payment becomes payable or transferable. As promptly as
practicable following such determination and the elections hereunder, the Company shall pay or transfer to or for the benefit of the Participant such amounts as are then due to him or her under the Plan and shall promptly pay or transfer to or for
the benefit of the Participant in the future such amounts as become due to him or her under the Plan. 
  
 14.4 Overpayments and Underpayments. As a result of uncertainty in the application of section 280G of the Code at the time of an initial
determination by the Auditors hereunder, it is possible that Payments will have been made by the Company which should not have been 

  

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made (an “Overpayment”) or that additional Payments which will not have been made by the Company could have been made (an
“Underpayment”), consistent in each case with the calculation of the Reduced Amount hereunder. In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Participant
that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Participant that he or she shall repay to the Company, together with
interest at the applicable federal rate provided in section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Participant to the Company if and to the extent that such payment would not reduce the amount that is
subject to taxation under section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to or for the benefit of the Participant, together
with interest at the applicable federal rate provided in section 7872(f)(2) of the Code. 
  
 14.5 Related Corporations. For purposes of this Article XIV, the term “Company” shall include affiliated corporations to the extent determined by the Auditors in accordance with section 280G(d)(5) of
the Code. 
  
 ARTICLE XV 
 General 
  
 15.1 Requirements of Law. The granting of Awards and the issuance of Shares of Stock under this Plan shall be subject to all applicable laws, rules
and regulations and to such approvals by any governmental agencies as may be required. Nothing herein shall require the issuance of any Shares pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such
Shares, to their registration, qualification or listing or to any exemption from their registration, qualification oar listing. 
  
 15.2 Effect of Plan. The establishment of the Plan shall not confer upon any Key Employee any legal or equitable right against the Company or the
Committee, except as expressly provided in the Plan. 
  
 15.3
Creditors. The interests of any Participant under the Plan or any Agreement are not subject to the claims of creditors and may not, in any way, be assigned, alienated or encumbered. 
  
 15.4 Governing Law. The Plan and all Agreements hereunder shall be
governed, construed and administered in accordance with and governed by the laws of the Commonwealth of Virginia and the intention of the Company is that ISOs granted under the Plan qualify as such under Section 422(a) of the Code. 
  
 15.5 Severability. In the event any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 
  

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 15.6 Retention Rights. Neither the Plan nor any Award granted under the Plan shall be deemed to
give any individual a right to remain an employee. The Company and its Parents, Subsidiaries and Affiliates reserve the right to terminate the service of any Employee, at any time, with or without cause, subject to applicable laws, the
Company’s certificate of incorporation and bylaws and a written employment agreement (if any). 
  
 15.7 Stockholders’ Rights. Except as expressly provided in or permitted by the Plan, a Participant shall have no dividend rights, voting
rights or other rights as a stockholder with respect to any Shares covered by his or her Award prior to the time when a stock certificate for such Shares is issued or, if applicable, the time when he or she becomes entitled to receive such Shares by
filing any required notice of exercise and paying any required Exercise Price. No adjustment shall be made for cash dividends or other rights for which the record date is prior to such time, except as expressly provided in the Plan. 
  
 15.8 Regulatory Requirements. Any other provision of the Plan
notwithstanding, the obligation of the Company to issue Shares under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in
whole or in part, the delivery of Common Shares pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such Common Shares, to their registration, qualification or listing or to an exemption from
registration, qualification or listing. 
  

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