Exhibit 10.3


 


AMAG PHARMACEUTICALS, INC.


 


2007 EQUITY INCENTIVE PLAN


 


1.             General


 


(a)           Successor to Prior Plan.  This 2007 Equity Incentive Plan (the “Plan”)
was originally adopted by the Board of Directors (the “Board”) of AMAG
Pharmaceuticals, Inc. (the “Company”) on October 2, 2007 and
amended and restated on March 25, 2009. This Plan is intended as the
successor to the Company’s Amended and Restated 2000 Stock Plan (the “2000 Plan”).
As of the date this Plan is originally adopted by the Company’s stockholders
(the “Effective Date”), no additional Awards shall be granted under the 2000
Plan. Any shares remaining available for issuance under the 2000 Plan as of the
Effective Date shall be included in the number of shares of Common Stock that may be issued pursuant
to the Plan as provided in Section 3 hereof and shall be available for
issuance pursuant to Awards granted hereunder. All outstanding Awards granted
under the 2000 Plan shall remain subject to the terms of the 2000 Plan, except
that the Board may elect to extend one or more of the features of this Plan to
options granted under the 2000 Plan. Any shares subject to outstanding Awards
granted under the 2000 Plan that expire or terminate for any reason prior to
exercise shall be added to the Total Share Reserve of this Plan as provided in Section 3
and become available for issuance pursuant to Awards granted hereunder. All
Awards granted subsequent to the Effective Date shall be subject to the terms
of this Plan.


 


(b)           Purpose and Eligibility.  The purpose
of the Plan  is to provide restricted
stock units, restricted stock awards, stock options, and other stock-based
awards (each an “Award”) to employees, officers, directors, consultants
and advisors of the Company and its Subsidiaries, all of whom are eligible to
receive Awards under the Plan.  Any
person to whom an Award has been granted under the Plan is called a “Participant”.  Additional definitions are contained in Section 9.


 


2.             Administration


 


(a)           Administration
by Board of Directors.  The Plan will be administered by the
Board.  The Board, in its sole
discretion, shall have the authority to grant and amend Awards, to adopt, amend
and repeal rules relating to the Plan and to interpret and correct the
provisions of the Plan and any Award; provided, however, that all Awards
granted to “non-employee directors” as defined in Rule 16b-3 under the
Exchange Act must be granted by a committee comprised solely of “outside
directors” as defined in Section 162(m) of the Code.  All decisions by the Board shall be final and
binding on all interested persons. Neither the Company nor any member of the
Board shall be liable for any action or determination relating to the Plan.


 


(b)           Appointment
of Committees.  To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a “Committee”).  All references in the Plan to the “Board”
shall 


 

















 


mean
such Committee or the Board.


 


(c)           Delegation
to Executive Officers.  To the extent permitted by applicable law,
the Board may delegate to one or more executive officers of the Company the
power to grant Awards and exercise such other powers under the Plan as the
Board may determine, provided that the Board shall fix the maximum number of Awards to be
granted and the maximum number of shares issuable to any one Participant
pursuant to Awards granted by such executive officers.


 


3.             Stock Available for Awards


 


(a)           Type
of Security;  Number of
Shares.  Subject to adjustment under Section 3(d),
the aggregate number of shares of Common Stock of the Company (the “Common
Stock”)  that may be issued pursuant
to the Plan shall not exceed, in the aggregate, the sum of (i) the number
of shares remaining available for issuance under the 2000 Plan as of the
Effective Date, (ii) the number of shares that are issuable pursuant to
Awards outstanding under the 2000 Plan as of the Effective Date and, but for
this provision, would have otherwise reverted to the share reserve of the 2000
Plan pursuant to the provisions thereof, and (iii) an additional 2,600,000
shares (the sum of (i), (ii) and (iii) being referred to herein as
the “Total Share Reserve”).  If
any Award expires, or is terminated, surrendered or forfeited, in whole or in
part, the unissued Common Stock covered by such Award shall again be available
for the grant of Awards under the Plan. 
If shares of Common Stock issued pursuant to the Plan are repurchased
by, or are surrendered or forfeited to, the Company at no more than cost, such
shares of Common Stock shall again be available for the grant of Awards under
the Plan; provided, however, that the cumulative number of such shares that may be so
reissued under the Plan will not exceed the Total Share Reserve.  Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury shares.  If any shares subject to an Award are not
delivered to a Participant because the Award is exercised through a reduction
of shares subject to the Award (i.e.,
“net exercised”), the number of shares that are not delivered to the
Participant shall not remain available for issuance under the Plan.  Also, any shares reacquired by the Company as
consideration for the exercise of an Option shall not again become available
for issuance under the Plan.


 


(b)           Per-Participant
Limit.  Subject to adjustment in accordance with Section 3(d),
no Participant may be granted Awards during any one fiscal year with respect to
more than 300,000 shares of Common Stock.


 


(c)           Fungible
Share Reserve.  Effective May 5, 2009, the number of
shares available for issuance under the Plan shall be reduced by: (i) one
share for each share of stock issued pursuant to an Option granted under Section 4
or a stock appreciation right granted under Section 7 with respect to
which the strike price is at least 100% of the fair market value of the Company’s
Common Stock on the date of grant and which shall expire no later than 10 years
from the date of grant; and (ii) 1.5 shares for each share of Common Stock
issued pursuant to a Restricted Stock Award, Restricted Stock Unit Award or
other stock-based award granted under Section 7.  To the extent there
is a Restricted Stock Award, Restricted Stock Unit Award or other stock-based
award granted under Section 7 and the shares underlying such Award again
become available for issuance under the Plan pursuant to Section 3(a),
then the number of shares of Common Stock available for issuance under the Plan
shall increase by 1.5 shares.


 


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(d)           Adjustment
to Common Stock.  In the event of any stock split, stock
dividend, recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, liquidation, spin-off, split-up, or other similar change in
capitalization or event (an “Extraordinary Capitalization Event”), (i) the
number and class of securities available for Awards under the Plan and the
per-Participant share limit, (ii) the number and class of securities,
vesting schedule and exercise price per share subject to each outstanding
Option, (iii) the repurchase price per security subject to repurchase, and
(iv) the terms of each other outstanding stock-based Award shall be
adjusted (or substituted Awards may be made) by the Board in a proportionate
and equitable manner to the extent that such Extraordinary Capitalization Event
increases or decreases the actual outstanding shares of Common Stock of the
Company as of immediately prior to such Extraordinary Capitalization Event.


 


4.             Stock Options


 


(a)           General.  The Board may grant
options to purchase Common Stock (each, an “Option”) and determine the
number of shares of Common Stock to be covered by each Option, the exercise
price of each Option and the conditions and limitations applicable to the
exercise of each Option and the Common Stock issued upon the exercise of each
Option, including vesting provisions, repurchase provisions and restrictions
relating to applicable federal or state securities laws, as it considers
advisable.


 


(b)           Incentive
Stock Options.  An Option that the Board intends to be an “incentive
stock option” as defined in Section 422 of the Code (an “Incentive
Stock Option”) shall be granted only to employees of the Company or a
Subsidiary and shall be subject to and shall be construed consistently with the
requirements of Section 422 of the Code. 
The Board and the Company shall have no liability if an Option or any
part thereof that is intended to be an Incentive Stock Option does not qualify
as such. An Option or any part thereof that does not qualify as an Incentive
Stock Option is referred to herein as a “Nonstatutory Stock Option”.


 


(c)           Exercise
Price.  The Board shall establish the exercise price
(or determine the method by which the exercise price shall be determined) at
the time each Option is granted and specify it in the applicable option
agreement; provided that the exercise price shall not be less than the fair
market value of the Company’s Common Stock on the date of grant.  The exercise price with respect to an
Incentive Stock Option granted to an employee who at the time of grant owns
(directly or under the attribution rules of Section 424(d) of
the Code) stock representing more than 10% of the voting power of all classes
of stock of the Company or of any Subsidiary shall be at least 110% of the fair
market value of the Company’s Common Stock on the date of grant.


 


(d)           Duration
of Options.  Each Option shall be exercisable at such
times and subject to such terms and conditions as the Board may specify in the
applicable option agreement; provided that no Option shall expire later than 10
years from its date of grant, and no Incentive Stock Option granted to an
employee who owns (directly or under the attribution rules of Section 424(d) of
the Code) stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company or any Subsidiary shall expire later than 5
years from its date of grant.


 


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(e)           Exercise
of Options.  Options may be exercised only by delivery to
the Company of a written notice of exercise signed by the proper person
together with payment in full as specified in Section 4(f) for the
number of shares for which the Option is exercised.


 


(f)            Payment
Upon Exercise.  Common Stock purchased upon the exercise of
an Option shall be paid for by one or any combination of the following forms of
payment:


 


(i)            by
check payable to the order of the Company;


 


(ii)           except
as otherwise explicitly provided in the applicable option agreement, and only
if the Common Stock is then publicly traded, delivery of an irrevocable and
unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price, or delivery by the
Participant to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash
or a check sufficient to pay the exercise price; or


 


(iii)          to
the extent explicitly provided in the applicable option agreement and not
otherwise prohibited by applicable law, by (x) delivery of shares of
Common Stock owned by the Participant valued at 
fair market value (as determined by the Board or as determined pursuant
to the applicable option agreement); provided, that no shares of Common Stock
so delivered in payment of the exercise price of any Option shall thereafter be
available for re-issuance under the Plan, (y) delivery of a promissory
note of the Participant to the Company (and delivery to the Company by the
Participant of a check in an amount equal to the par value of the shares
purchased), or (z) payment of such other lawful consideration as the Board
may determine.


 


(g)           No
Repricing.  Other than in connection with a change in the
Company’s capitalization (as described in Section 3(d)), without
stockholder approval (i) the exercise price of an Option may not be
reduced, and (ii) no Option may be amended,  cancelled or repurchased for the purpose of
repricing, replacing or regranting such Option with an exercise price that is
less than the original exercise price of such Option.


 


5.             Restricted Stock


 


(a)           Grants.  The Board may grant
Awards entitling recipients to acquire shares of Common Stock, subject to (i) delivery
to the Company by the Participant of a check in an amount at least equal to the
par value of the shares purchased, and (ii) the right of the Company to
repurchase all or part of such shares at their issue price or other stated or
formula price from the Participant in the event that conditions specified by
the Board in the applicable Award are not satisfied prior to the end of the
applicable restriction period or periods established by the Board for such
Award (each, a “Restricted Stock Award”).


 


(b)           Terms
and Conditions. The Board
shall determine the terms and conditions (or provide for no conditions) of any
such Restricted Stock Award.  Any stock
certificates issued in respect of a Restricted Stock Award shall be registered
in the name of the Participant and, unless otherwise determined by the Board,
deposited by the Participant, together with a stock power endorsed in blank,
with the Company (or its designee). 
After the expiration of the applicable restriction periods, the Company
(or such designee) shall deliver the certificates no longer 


 


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subject
to such restrictions to the Participant or, if the Participant has died, to the
beneficiary designated by a Participant, in a manner determined by the Board,
to receive amounts due or exercise rights of the Participant in the event of
the Participant’s death (the “Designated Beneficiary”).  In the absence of an effective designation by
a Participant, Designated Beneficiary shall mean the Participant’s estate.


 


6.             Restricted Stock Units


 


The
Board may grant Awards entitling recipients to receive shares of Common Stock
(each, a “Restricted Stock Unit Award”), subject to any terms and
conditions established for such Awards. 
The Board shall determine the terms and conditions (or provide for no
conditions) of any such Restricted Stock Unit Award and such terms and
conditions will be reflected in the applicable Restricted Stock Unit Award
agreement.


 


7.             Other Stock-Based Awards


 


The
Board shall have the right to grant other Awards based upon the Common Stock
having such terms and conditions as the Board may determine, including, without
limitation, the grant of shares based upon certain conditions, the grant of
securities convertible into Common Stock and the grant of stock appreciation
rights, phantom stock awards, or other stock units.


 


8.             General Provisions Applicable to Awards


 


(a)           Transferability
of Awards.


 


(i)            Except
as the Board may otherwise determine or provide in an Award, Awards shall not
be sold, assigned, transferred, pledged or otherwise encumbered by the person
to whom they are granted, either voluntarily or by operation of law, except by
will or the laws of descent and distribution, and, except as set forth in Section 8(a)(ii) below,
during the life of the Participant, shall be exercisable only by the
Participant.  References to a Participant,
to the extent relevant in the context, shall include references to authorized
transferees.  Notwithstanding anything to
the contrary contained in this Section 8(a)(i) in no event shall an
Award be transferred in exchange for the receipt of any consideration.


 


(ii)           During
the life of the Participant, an Option shall be exercisable only by him, by a
conservator or guardian duly appointed for him by reason of his incapacity or
by the person appointed by the Participant in a durable power of attorney
acceptable to the Company’s counsel. 
Notwithstanding anything to the contrary in this Section 8(a), the
Board may in its discretion permit a Participant who has received a
Nonstatutory Stock Option to transfer the Nonstatutory Stock Option to a member
of the Immediate Family (as hereinafter defined) of the Participant, to a trust
solely for the benefit of the Participant and the Participant’s Immediate
Family or to a partnership or limited liability company whose only partners or
members are the Participant and members of the Participant’s Immediate
Family.  “Immediate Family” shall
mean, with respect to any Participant, the Participant’s child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law,
and shall include adoptive relationships.


 


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(b)           Documentation.  Each Award under
the Plan (other than a grant of stock with no restrictions) shall be evidenced
by a written instrument in such form as the Board shall determine or as
executed by an officer of the Company pursuant to authority delegated by the
Board.  Each Award may contain terms and
conditions in addition to those set forth in the Plan provided that
such terms and conditions do not contravene the provisions of the Plan.


 


(c)           Board
Discretion.  The terms of each type of Award need not be
identical, and the Board need not treat Participants uniformly.


 


(d)           Termination
of Status.  The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or
other change in the employment or other status of a Participant and the extent
to which, and the period during which, the Participant, or the Participant’s
legal representative, conservator, guardian or Designated Beneficiary, may
exercise rights under the Award.


 


(e)           Acquisition
of the Company.


 


(i)            Consequences
of an Acquisition.


 


(A)          Unless otherwise expressly
provided in the applicable Option or Award, upon the occurrence of an
Acquisition, the Board or the board of directors of the surviving or acquiring
entity (as used in this Section 8(e)(i)(A), also the “Board”)
shall, as to outstanding Awards (on the same basis or on different bases, as
the Board shall specify), make appropriate provision for the continuation
of such Awards by the Company or the assumption of such Awards by the surviving
or acquiring entity and by substituting on an equitable basis for the shares
then subject to such Awards either (a) the consideration payable with
respect to the outstanding shares of Common Stock in connection with the
Acquisition, (b) shares of stock of the surviving or acquiring corporation
or (c) such other securities as the Board deems appropriate, the fair market
value of which (as determined by the Board in its sole discretion) shall not
materially differ from the fair market value of the shares of Common Stock
subject to such Awards immediately preceding the Acquisition.  In addition to or in lieu of the foregoing,
with respect to outstanding Options, the Board may, upon written notice to the
affected optionees, provide that one or more Options must be exercised, to the
extent then exercisable or to become exercisable as a result of the
Acquisition, within a specified number of days of the date of such notice, at
the end of which period such Options shall terminate; or terminate one or more
Options in exchange for a cash payment equal to the excess of the fair market
value (as determined by the Board in its sole discretion) of the shares subject
to such Options (to the extent then exercisable or to become exercisable as a
result of the Acquisition) over the exercise price thereof.


 


(B)           An “Acquisition”
shall mean: (1) any merger or consolidation after which the voting
securities of the Company outstanding immediately prior thereto represent
(either by remaining outstanding or by being converted into voting securities
of the surviving or acquiring entity) less than 50% of the combined voting
power of the voting securities of the Company or such surviving or acquiring
entity outstanding immediately after such event; (2) any sale of all or
substantially all of the assets or capital stock of the Company (other than in
a spin-off or similar transaction); (3) any “person” or “group” (as
defined in the Exchange Act) 


 


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becomes the beneficial owner
of a majority of the combined voting power of the then outstanding voting
securities with respect to the election of the Board; or (4) any
other acquisition of the business of the Company, as determined by the Board.


 


(ii)           Assumption
of Options Upon Certain Events.  In connection with a merger or consolidation
of an entity with the Company or the acquisition by the Company of property or
stock of an entity, the Board may grant Awards under the Plan in substitution
for stock and stock-based awards issued by such entity or an affiliate
thereof.  The substitute Awards shall be
granted on such terms and conditions as the Board considers appropriate in the
circumstances.


 


(f)            Withholding.  Each Participant
shall pay to the Company or an employing Subsidiary, or make provisions
satisfactory to the Company or an employing Subsidiary for payment of, any
taxes required by law to be withheld in connection with Awards to such
Participant no later than the date of the event creating the tax
liability.  The Board may allow
Participants to satisfy such tax obligations in whole or in part by
transferring shares of Common Stock, including shares retained from the Award
creating the tax obligation, valued at their fair market value (as determined
by the Board or as determined pursuant to the applicable option agreement) to
the extent permitted by law; provided, however, that payment of withholding obligation
in the form of shares shall not be made with respect to an amount in excess of
the minimum required withholding; provided, further, that no shares of Common
Stock so delivered in satisfaction of any such tax obligation shall thereafter
be available for re-issuance under the Plan. 
The Company or an employing Subsidiary may, to the extent permitted by
law, deduct any such tax obligations from any payment of any kind otherwise due
to a Participant.


 


(g)           Amendment
of Awards.  Subject to the requirements of Section 4(g) above,
the Board may amend, modify or terminate any outstanding Award including, but
not limited to, substituting therefor another Award of the same or a different
type, changing the date of exercise or realization, and converting an Incentive
Stock Option to a Nonstatutory Stock Option; provided that  the
Participant’s consent to such action shall be required unless the Board
determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.


 


(h)           Conditions
on Delivery of Stock.  The Company will not be obligated to deliver
any shares of Common Stock pursuant to the Plan or to remove restrictions from
shares previously delivered under the Plan until (i) all conditions of the
Award have been met or removed to the satisfaction of the Company, (ii) in
the opinion of the Company’s counsel, all other legal matters in connection
with the issuance and delivery of such shares have been satisfied, including
any applicable securities laws and any applicable stock exchange or stock
market rules and regulations, and (iii) the Participant has executed
and delivered to the Company such representations or agreements as the Company
may consider appropriate to satisfy the requirements of any applicable laws, rules or
regulations.


 


(i)            Acceleration.  In the event of a
Participant’s death or disability, upon an Acquisition, or upon the Participant’s
retirement (as such term may be defined in the Participant’s Award agreement or
in another applicable agreement) (together, the “Vesting Acceleration
Requirements”), the Board may provide that any Options shall become
immediately exercisable in full or in part, that any Restricted Stock Awards
shall be free of some or all 


 


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restrictions,
or that any other stock-based Awards may become exercisable in full or in part
or free of some or all restrictions or conditions, or otherwise realizable in
full or in part, as the case may be, despite the fact that the foregoing
actions may (i) cause the application of Sections 280G and 4999 of the
Code if a change in control of the Company occurs, or (ii) disqualify all
or part of the Option as an Incentive Stock Option.  Notwithstanding the foregoing, the Board may
provide for the vesting acceleration of a limited number of Options or Awards
that do not meet the Vesting Acceleration Requirements subject to the
limitations provided in Section 8(k). 
For purposes of clarification, the Vesting Acceleration Requirements
shall only apply to Awards that are granted after May 5, 2009 and Awards
for which the vesting is accelerated after May 5, 2009 (other than Awards
for which the vesting is accelerated pursuant to arrangements entered into
before May 5, 2009).


 


(j)            Awards
to Non-United States Persons.  Awards may be made to Participants who are
foreign nationals or employed outside the United States on such terms and
conditions different from those specified in the Plan as the Board considers
necessary or advisable to achieve the purposes of the Plan or to comply with
applicable laws.  The Board shall have
the right to amend the Plan, consistent with its authority to amend the Plan as
set forth in Section 9(e), to obtain favorable tax treatment for such
Participants, and any such amendments shall be evidenced by an Appendix to the
Plan.  The Board may delegate this
authority to a Committee thereof.


 


(k)           Minimum Vesting.  After May 5, 2009, except for Awards
granted to “non-employee directors” as defined in Rule 16b-3 under the
Exchange Act as non-discretionary initial or annual grants, generally (i) no
Restricted Stock Award, Restricted Stock Unit Award or other stock-based award
granted under Section 7 that vests on the basis of the Participant’s
service with the Company shall vest at a rate that is any more rapid than
ratably over a three-year period and (ii) no Restricted Stock Award,
Restricted Stock Unit Award or other stock-based award granted under Section 7
that vests based on the satisfaction of performance goals shall provide for a
performance period of less than 12 months (together, the “Minimum Vesting
Requirements”); provided, however, that the vesting of any Award, including
an Option, may accelerate (or may be accelerated by the Board or Committee) if
one or more of the Vesting Acceleration Requirements is met. 
Notwithstanding the foregoing, after May 5, 2009, (A) Awards granted
that do not meet the Minimum Vesting Requirements, (B) Awards granted that
do not meet the Vesting Acceleration Requirements and (C) Awards for which
the vesting is accelerated (other than Awards for which the vesting is
accelerated pursuant to arrangements entered into before May 5, 2009) that
do not meet the Vesting Acceleration Requirements shall together be limited to
10% of the total number of shares reserved for issuance under the Plan.


 


9.             Miscellaneous


 


(a)           Definitions.


 


(i)            “Company,”
for purposes of eligibility under the Plan, shall include any present or future
subsidiary corporations of AMAG Pharmaceuticals, Inc., as defined in Section 424(f) of
the Code (a “Subsidiary”), and any present or future parent corporation
of AMAG Pharmaceuticals, Inc., as defined in Section 424(e) of
the Code.  For purposes of Awards other
than Incentive Stock Options, the term “Subsidiary” shall include any
other business venture in 


 


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which
the Company has a direct or indirect significant interest, as determined by the
Board in its sole discretion.


 


(ii)           “Code”
means the Internal Revenue Code of 1986, as amended, and any regulations
promulgated thereunder.


 


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


 


(b)           No
Right To Employment or Other Status.  No person shall have any claim or right to be
granted an Award, and the grant of an Award shall not be construed as giving a
Participant the right to continued employment or any other relationship with
the Company.  The Company expressly
reserves the right at any time to dismiss or otherwise terminate its relationship
with a Participant free from any liability or claim under the Plan.


 


(c)           No
Rights As Stockholder.  Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder thereof.


 


(d)           Effective
Date and Term of Plan.  The Plan shall become effective on the date
on which it is adopted by the stockholders of the Company.  No Awards shall be granted under the Plan after
the completion of ten years from the date on which the Plan was adopted by the
stockholders of the Company, but Awards previously granted may extend beyond
that date.


 


(e)           Amendment
of Plan.  Subject to the requirements of Section 4(g) above,
the Board may amend, suspend or terminate the Plan or any portion thereof at
any time; provided, however, that without approval of the Company’s
stockholders there shall be no: (i) increase in the total number of shares
covered by the Plan, except by operation of the provisions of Section 3(c),
or the aggregate number of shares of Common Stock that may be issued to any
single person in a period; (ii) change in the class of persons eligible to
receive Awards under the Plan; or (iii) other change in the Plan that
requires stockholder approval under applicable law or stock exchange rule.


 


(f)            Section 409A
of the Internal Revenue Code.  The Awards granted pursuant to the Plan are
intended to avoid the potential adverse tax consequences to Participants of Section 409A
of the Code, and the Board may in its sole discretion make such modifications
to any Award agreement pursuant to the Plan as it deems necessary or advisable
to avoid such adverse tax consequences.


 


(g)           Governing
Law.  The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
Delaware, without regard to any applicable conflicts of law.


 


(h)           Use
of Proceeds.  The proceeds from the sale of Common Stock
pursuant to Awards shall constitute general funds of the Company.


 


(i)            Section 16
Matters.  With respect to persons subject to Section 16
of the Exchange Act (“Insiders”), transactions under the Plan are intended to
comply with all applicable 


 


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conditions
of Rule 16b-3 or its successor under the Exchange Act.  To the extent any provision of the Plan or
action by the Board, or any Committee thereof, fails to so comply, it shall be
deemed to be modified so as to be in compliance with such Rule or, if such
modification is not possible, it shall be deemed to be null and void, to the
extent permitted by law and deemed advisable by the Board.


 


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