Sixth Amended and Restated 1996 Stock Incentive Plan




EXHIBIT 10.7.1 
 
MICRO THERAPEUTICS, INC. 
 
SIXTH AMENDED AND RESTATED 
1996 STOCK INCENTIVE PLAN 
 
This 1996 STOCK INCENTIVE PLAN (the “Plan”) was
established and adopted in August 1996 (the “Effective Date”) by Micro Therapeutics, Inc., a Delaware corporation (the “Company”), was amended as of May 29, 1998, May 27, 1999, September 25, 2000, May 31, 2001, April 10, 2002,
and is hereby amended and restated as of February 20, 2003 (the “Amendment Date”). 
 
1. 
 
PURPOSES OF THE PLAN 
 
1.1    Purposes.    The purposes of the Plan are (a) to enhance the Company’s ability to attract and retain the services of qualified employees, officers and directors
(including non-employee officers and directors), and consultants and other service providers upon whose judgment, initiative and efforts the successful conduct and development of the Company’s business largely depends, and (b) to provide
additional incentives to such persons or entities to devote their utmost effort and skill to the advancement and betterment of the Company, by providing them an opportunity to participate in the ownership of the Company and thereby have an interest
in the success and increased value of the Company. 
 
2. 
 
DEFINITIONS

 
For purposes of this Plan, the following
terms shall have the meanings indicated: 
 
2.1    Administrator.    “Administrator” means the Board or, if the Board delegates responsibility for any matter to the Committee, the term Administrator shall mean the
Committee. 
 
2.2    Affiliated Company.    “Affiliated Company” means any “parent corporation” or “subsidiary corporation” of the Company, whether now existing or
hereafter created or acquired, as those terms are defined in Sections 424(e) and 424(f) of the Code, respectively. 
 
2.3    Board.    “Board” means the Board of Directors of the Company.

 
2.4    Change in
Control.    “Change in Control” shall mean (i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of the
beneficial ownership of more than fifty percent (50%) of the outstanding securities of the Company; (ii) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change
the state in which the Company is incorporated; (iii) the sale, transfer or other disposition of all or substantially all of the assets of the Company; (iv) a complete liquidation or dissolution of the Company; or (v) any reverse merger in which the
Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the 







Company’s outstanding securities are transferred to a person or persons different from the persons
holding those securities immediately prior to such merger. 
 
2.5    Code.    “Code” means the Internal Revenue Code of 1986, as amended from time to time. 
 
2.6    Committee.    “Committee” means a
committee of two or more members of the Board appointed to administer the Plan, as set forth in Section 7.1 hereof. 
 
2.7    Common Stock.    “Common Stock” means the Common Stock, $.001 par
value of the Company, subject to adjustment pursuant to Section 4.2 hereof. 
 
2.8    Disability.    “Disability” means permanent and total disability as defined in Section 22(e)(3) of the Code. The
Administrator’s determination of a Disability or the absence thereof shall be conclusive and binding on all interested parties. 
 
2.9    Effective Date.    “Effective Date” means August 1, 1997, which was
the date on which the Plan was originally adopted by the Board. 
 
2.10    Exercise Price.    “Exercise Price” means the purchase price per share of Common Stock payable upon exercise of an Option. 
 
2.11    Fair Market
Value.    “Fair Market Value” on any given date means the value of one share of Common Stock, determined as follows: 
 
(a)    If the Common Stock is then listed or admitted to trading on a Nasdaq market system or a stock exchange
which reports closing sale prices, the Fair Market Value shall be the closing sale price on the date of valuation on such Nasdaq market system or principal stock exchange on which the Common Stock is then listed or admitted to trading, or, if no
closing sale price is quoted on such day, then the Fair Market Value shall be the closing sale price of the Common Stock on such Nasdaq market system or such exchange on the next preceding day on which a closing sale price is quoted. 
 
(b)    If the Common Stock is not
then listed or admitted to trading on a Nasdaq market system or a stock exchange which reports closing sale prices, the Fair Market Value shall be the average of the closing bid and asked prices of the Common Stock in the over-the-counter market on
the date of valuation. 
 
(c)    If neither (a) nor (b) is applicable as of the date of valuation, then the Fair Market Value shall be determined by the Administrator in good faith using any reasonable method of evaluation, which
determination shall be conclusive and binding on all interested parties. 
 
2.12    Incentive Option.    “Incentive Option” means any Option designated and qualified as an “incentive stock option” as defined in Section 422 of
the Code. 
 
2.13    Incentive Option Agreement.    “Incentive Option Agreement” means an Option Agreement with respect to an Incentive Option. 
 
2.14    NASD
Dealer.    “NASD Dealer” means a broker-dealer that is a member of the National Association of Securities Dealers, Inc. 
 

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2.15    Nonqualified Option.    “Nonqualified Option” means any Option that is not an Incentive Option. To the extent that any Option designated as an Incentive Option
fails in whole or in part to qualify as an Incentive Option, including, without limitation, for failure to meet the limitations applicable to a 10% Shareholder or because it exceeds the annual limit provided for in Section 5.6 below, it shall to
that extent constitute a Nonqualified Option. 
 
2.16    Nonqualified Option Agreement.    “Nonqualified Option Agreement” means an Option Agreement with respect to a Nonqualified Option. 
 
2.17    Offeree.    “Offeree” means a Participant to whom a Right to Purchase has been offered or who has acquired Restricted Stock under the Plan. 
 
2.18    Option.    “Option” means any option to purchase Common Stock granted pursuant to the Plan. 
 
2.19    Option Agreement.    “Option
Agreement” means the written agreement entered into between the Company and the Optionee with respect to an Option granted under the Plan. 
 
2.20    Optionee.    “Optionee” means a Participant who holds an Option.

 
2.21    Participant.    “Participant” means an individual or entity who holds an Option, a Right to Purchase or Restricted Stock under the Plan. 
 
2.22    Purchase
Price.    “Purchase Price” means the purchase price per share of Restricted Stock payable upon acceptance of a Right to Purchase. 
 
2.23    Repurchase Right.    “Repurchase
Right” means the right of the Company or any successor entity to repurchase shares of Restricted Stock pursuant to Section 6.5. 
 
2.24    Restricted Stock.    “Restricted Stock” means shares of Common
Stock issued pursuant to Article 6 hereof, subject to any restrictions and conditions as are established pursuant to such Article 6. 
 
2.25    Right to Purchase.    “Right to Purchase” means a right to
purchase Restricted Stock granted to an Offeree pursuant to Article 6 hereof. 
 
2.26    Service Provider.    “Service Provider” means a consultant or other person or entity who provides services to the Company or an
Affiliated Company and who the Administrator authorizes to become a Participant in the Plan. 
 
2.27    Stock Purchase Agreement.    “Stock Purchase Agreement” means the written agreement entered into between the Company and the
Offeree with respect to a Right to Purchase offered under the Plan. 
 
2.28    10% Shareholder.    “10% Shareholder” means a person who, as of a relevant date, owns or is deemed to own (by reason of the attribution rules applicable
under 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 of an Affiliated Company. 
 

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3.

 
ELIGIBILITY 
 
3.1    Incentive
Options.    Officers and other key employees of the Company or of an Affiliated Company (including members of the Board if they are employees of the Company or of an Affiliated Company) are eligible to receive Incentive
Options under the Plan. 
 
3.2    Nonqualified Options and Rights to Purchase.    Officers and other key employees of the Company or of an Affiliated Company, members of the Board (whether or not employed
by the Company or an Affiliated Company), and Service Providers are eligible to receive Nonqualified Options or Rights to Purchase under the Plan. 
 
3.3    Limitation on Shares.    In no event shall any Participant be granted Rights
to Purchase or Options in any one calendar year pursuant to which the aggregate number of shares of Common Stock that may be acquired thereunder exceeds 100,000 shares. 
 
3.4    Restrictions.    Notwithstanding Sections 3.1
and 3.2 above or any other provision of this Plan to the contrary, in the event stockholder approval of the Plan is required to issue Options or Restricted Stock to any officer or director of the Company pursuant to the rules and regulations
governing Nasdaq or any stock exchange on which the Company’s shares are traded, then no director or officer of the Company or any Affiliated Company shall be eligible to receive an Option or acquire Restricted Stock, or any right to receive
the same, pursuant to this Plan unless and until this Plan has been approved by a majority of the shares present and entitled to vote at a meeting of the Company’s stockholders. 
 
4. 
 
PLAN SHARES 
 
4.1    Shares Subject to the Plan.    A total of 5,750,000 shares of Common Stock
may be issued under the Plan, subject to adjustment as to the number and kind of shares pursuant to Section 4.2 hereof. For purposes of this limitation, in the event that (a) all or any portion of any Option or Right to Purchase granted or offered
under the Plan can no longer under any circumstances be exercised, or (b) any shares of Common Stock are reacquired by the Company pursuant to an Incentive Option Agreement, Nonqualified Option Agreement or Stock Purchase Agreement, the shares of
Common Stock allocable to the unexercised portion of such Option or such Right to Purchase, or the shares so reacquired, shall again be available for grant or issuance under the Plan. 
 
4.2    Changes in Capital Structure.    In the event
that the outstanding shares of Common Stock are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of a recapitalization, stock split, combination of
shares, reclassification, stock dividend, or other change in the capital structure of the Company, then appropriate adjustments shall be made by the Administrator to the aggregate number and kind of shares subject to this Plan, and the number and
kind of shares and the price per share subject to outstanding Option Agreements, Rights to Purchase and Stock Purchase Agreements in order to preserve, as nearly as practical, but not to increase, the benefits to Participants. 
 

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5.

 
OPTIONS 
 
5.1    Option
Agreement.    Each Option granted pursuant to this Plan shall be evidenced by an Option Agreement which shall specify the number of shares subject thereto, the Exercise Price per share, and whether the Option is an Incentive
Option or Nonqualified Option. As soon as is practical following the grant of an Option, an Option Agreement shall be duly executed and delivered by or on behalf of the Company to the Optionee to whom such Option was granted. Each Option Agreement
shall be in such form and contain such additional terms and conditions, not inconsistent with the provisions of this Plan, as the Administrator shall, from time to time, deem desirable, including, without limitation, the imposition of any rights of
first refusal and resale obligations upon any shares of Common Stock acquired pursuant to an Option Agreement. Each Option Agreement may be different from each other Option Agreement. 
 
5.2    Exercise Price.    The Exercise Price per share
of Common Stock covered by each Option shall be determined by the Administrator, subject to the following: (a) the Exercise Price of an Incentive Option shall not be less than 100% of Fair Market Value on the date the Incentive Option is granted,
(b) the Exercise Price of a Nonqualified Option shall not be less than 85% of Fair Market Value on the date the Nonqualified Option is granted, and (c) if the person to whom an Incentive Option is granted is a 10% Shareholder on the date of grant,
the Exercise Price shall not be less than 110% of Fair Market Value on the date the Option is granted. 
 
5.3    Payment of Exercise Price.    Payment of the Exercise Price shall be made
upon exercise of an Option and may be made, in the discretion of the Administrator, subject to any legal restrictions, by: (a) cash; (b) check; (c) the surrender of shares of Common Stock owned by the Optionee that have been held by the Optionee for
at least six (6) months, which surrendered shares shall be valued at Fair Market Value as of the date of such exercise; (d) the Optionee’s promissory note in a form and on terms acceptable to the Administrator; (e) the cancellation of
indebtedness of the Company to the Optionee; (f) the waiver of compensation due or accrued to the Optionee for services rendered; (g) provided that a public market for the Common Stock exists, a “same day sale” commitment from the Optionee
and an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward
the Exercise Price directly to the Company; (h) provided that a public market for the Common Stock exists, a “margin” commitment from the Optionee and an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to
pledge the shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the
Exercise Price directly to the Company; or (i) any combination of the foregoing methods of payment or any other consideration or method of payment as shall be permitted by applicable corporate law. 
 
5.4    Term and Termination of
Options.    The term and termination of each Option shall be as fixed by the Administrator, but no Option may be exercisable more than ten (10) years after the date it is granted. An Incentive Option granted to a person who
is a 10% Shareholder on the date of grant shall not be exercisable more than five (5) years after the date it is granted. 
 
5.5    Vesting and Exercise of Options.    Each Option shall vest and be exercisable
in one or more installments at such time or times and subject to such conditions, including without 
 

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limitation the achievement of specified performance goals or objectives, as shall be determined by the
Administrator. 
 
5.6    Annual Limit on Incentive Options.    To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value
(determined as of the time of grant) of the Common Stock shall not, with respect to which Incentive Options granted under this Plan and any other plan of the Company or any Affiliated Company become exercisable for the first time by an Optionee
during any calendar year, exceed $100,000. 
 
5.7    Nontransferability of Options.    No Option shall be assignable or transferable except by will or the laws of descent and distribution, and during the life of the Optionee
shall be exercisable only by such Optionee; provided, however, that, in the discretion of the Administrator, any Option may be assigned or transferred in any manner which an “incentive stock option” is permitted to be assigned or
transferred under the Code. 
 
5.8    Rights as Shareholder.    An Optionee or permitted transferee of an Option shall have no rights or privileges as a shareholder with respect to any shares covered by an
Option until such Option has been duly exercised and certificates representing shares purchased upon such exercise have been issued to such person. 
 
5.9    Non-Employee Directors.    Each non-employee director of the Company shall
automatically be granted a Nonqualified Option to purchase 16,000 shares of Common Stock (subject to vesting as provided below) upon his or her commencement of service on the Board of Directors and every year thereafter shall automatically be
granted a Nonqualified Option to purchase 4,000 shares of the Common Stock (provided, that on such date he or she is a non-employee of the Company); provided, however, that no such director shall be issued options to acquire shares of Common Stock,
which when added to any shares of Common Stock owned by such director or subject to an option of such director exercisable within sixty (60) days would equal or exceed one percent 1% of the total outstanding Common Stock of the Company plus shares
of Common Stock of the Company subject to stock options held by any person and exercisable within sixty (60) days. The option price of such Options, in the case of the initial grant, shall be at the Fair Market Value of the Common Stock on the date
of commencement of such director’s service on the Board of Directors and, thereafter, shall be at the Fair Market Value of the Common Stock on the date of grant. All such options shall become exercisable twenty-five percent (25%) immediately
and the remaining seventy-five percent (75%) shall become exercisable an additional twenty-five percent (25%) on each anniversary of the date of the initial grant; provided, however, that upon termination of a non-employee director’s service on
the Board of Directors, for any reason, all unvested options held by such non-employee director shall terminate immediately and all vested options held by such non-employee director shall be exercisable for a period of twelve (12) months subsequent
to such termination. The term of such Options shall be ten years. 
 
6. 
 
RIGHTS TO PURCHASE

 
6.1    Nature
of Right to Purchase.    A Right to Purchase granted to an Offeree entitles the Offeree to purchase, for a Purchase Price determined by the Administrator, shares of Common Stock subject to such terms, restrictions and
conditions as the Administrator may determine at the time of 
 

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grant (“Restricted Stock”). Such conditions may include, but are not limited to, continued
employment or the achievement of specified performance goals or objectives. 
 
6.2    Acceptance of Right to Purchase.    An Offeree shall have no rights with respect to the Restricted Stock subject to a Right to Purchase
unless the Offeree shall have accepted the Right to Purchase within ten (10) days (or such longer or shorter period as the Administrator may specify) following the grant of the Right to Purchase by making payment of the full Purchase Price to the
Company in the manner set forth in Section 6.3 hereof and by executing and delivering to the Company a Stock Purchase Agreement. Each Stock Purchase Agreement shall be in such form, and shall set forth the Purchase Price and such other terms,
conditions and restrictions of the Restricted Stock, not inconsistent with the provisions of this Plan, as the Administrator shall, from time to time, deem desirable. Each Stock Purchase Agreement may be different from each other Stock Purchase
Agreement. 
 
6.3    Payment of Purchase Price.    Subject to any legal restrictions, payment of the Purchase Price upon acceptance of a Right to Purchase Restricted Stock may be made, in the
discretion of the Administrator, by: (a) cash; (b) check; (c) the surrender of shares of Common Stock owned by the Offeree that have been held by the Offeree for at least six (6) months, which surrendered shares shall be valued at Fair Market Value
as of the date of such exercise; (d) the Offeree’s promissory note in a form and on terms acceptable to the Administrator; (e) the cancellation of indebtedness of the Company to the Offeree; (f) the waiver of compensation due or accrued to the
Offeree for services rendered; or (g) any combination of the foregoing methods of payment or any other consideration or method of payment as shall be permitted by applicable corporate law. 
 
6.4    Rights as a Shareholder.    Upon complying with
the provisions of Section 6.2 hereof, an Offeree shall have the rights of a shareholder with respect to the Restricted Stock purchased pursuant to the Right to Purchase, including voting and dividend rights, subject to the terms, restrictions and
conditions as are set forth in the Stock Purchase Agreement. Unless the Administrator shall determine otherwise, certificates evidencing shares of Restricted Stock shall remain in the possession of the Company in accordance with the terms of the
Stock Purchase Agreement. 
 
6.5    Restrictions.    Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided in the
Stock Purchase Agreement or by the Administrator. In the event of termination of a Participant’s employment, service as a director of the Company or Service Provider status for any reason whatsoever (including death or disability), the Stock
Purchase Agreement may provide, in the discretion of the Administrator, that the Company shall have the right, exercisable at the discretion of the Administrator, to repurchase at the original Purchase Price any shares of Restricted Stock which have
not vested as of the date of termination, on such terms as may be provided in the Stock Purchase Agreement. 
 
6.6    Vesting of Restricted Stock.    The Stock Purchase Agreement shall specify
the date or dates, the performance goals or objectives which must be achieved, and any other conditions on which the Restricted Stock may vest. 
 

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6.7    Dividends.    If payment for
shares of Restricted Stock is made by promissory note, any cash dividends paid with respect to the Restricted Stock may be applied, in the discretion of the Administrator, to repayment of such note. 
 
6.8    Nonassignability of
Rights.    No Right to Purchase shall be assignable or transferable except by will or the laws of descent and distribution or as otherwise provided by the Administrator. 
 
7. 
 
ADMINISTRATION OF THE PLAN 
 
7.1    Administrator.    Authority to control and manage the operation and administration of the Plan shall be vested in the Board, which may delegate such responsibilities in
whole or in part to a committee consisting of two (2) or more members of the Board (the “Committee”). Members of the Committee may be appointed from time to time by, and shall serve at the pleasure of, the Board. As used herein, the term
“Administrator” means the Board or, with respect to any matter as to which responsibility has been delegated to the Committee, the term Administrator shall mean the Committee. 
 
7.2    Powers of the Administrator.    In addition to
any other powers or authority conferred upon the Administrator elsewhere in the Plan or by law, the Administrator shall have full power and authority: (a) to determine the persons to whom, and the time or times at which, Incentive Options or
Nonqualified Options shall be granted and Rights to Purchase shall be offered, the number of shares to be represented by each Option and Right to Purchase and the consideration to be received by the Company upon the exercise thereof; (b) to
interpret the Plan; (c) to create, amend or rescind rules and regulations relating to the Plan; (d) to determine the terms, conditions and restrictions contained in, and the form of, Option Agreements and Stock Purchase Agreements; (e) to determine
the identity or capacity of any persons who may be entitled to exercise a Participant’s rights under any Option or Right to Purchase under the Plan; (f) to correct any defect or supply any omission or reconcile any inconsistency in the Plan or
in any Option Agreement or Stock Purchase Agreement; (g) to accelerate the vesting of any Option or release or waive any repurchase rights of the Company with respect to Restricted Stock; (h) to extend the exercise date of any Option or acceptance
date of any Right to Purchase; (i) to provide for rights of first refusal and/or repurchase rights; (j) to amend outstanding Option Agreements and Stock Purchase Agreements to provide for, among other things, any change or modification which the
Administrator could have provided for upon the grant of an Option or Right to Purchase or in furtherance of the powers provided for herein; and (k) to make all other determinations necessary or advisable for the administration of the Plan, but only
to the extent not contrary to the express provisions of the Plan. Any action, decision, interpretation or determination made in good faith by the Administrator in the exercise of its authority conferred upon it under the Plan shall be final and
binding on the Company and all Participants. 
 
7.3    Limitation on Liability.    No employee of the Company or member of the Board or Committee shall be subject to any liability with respect to duties under the Plan unless
the person acts fraudulently or in bad faith. To the extent permitted by law, the Company shall indemnify each member of the Board or Committee, and any employee of the Company with duties under the Plan, who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of such person’s conduct in the performance of duties under the Plan. 
 

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8.

 
CHANGE IN CONTROL 
 
8.1    Change in
Control.    In order to preserve a Participant’s rights in the event of a Change in Control of the Company: 
 
(a)    Vesting of all outstanding Options shall accelerate automatically effective as of immediately prior to
the consummation of the Change in Control unless the Options are to be assumed by the acquiring or successor entity (or parent thereof) or new options or New Incentives are to be issued in exchange therefor, as provided in subsection (b) below.

 
(b)    Vesting of
outstanding Options shall not accelerate if and to the extent that: (i) the Options (including the unvested portion thereof) are to be assumed by the acquiring or successor entity (or parent thereof) or new options of comparable value are to be
issued in exchange therefor pursuant to the terms of the Change in Control transaction, or (ii) the Options (including the unvested portion thereof) are to be replaced by the acquiring or successor entity (or parent thereof) with other incentives of
comparable value under a new incentive program (“New Incentives”) containing such terms and provisions as the Administrator in its discretion may consider equitable. If outstanding Options are assumed, or if new options of comparable value
are issued in exchange therefor, then each such Option or new option shall be appropriately adjusted, concurrently with the Change in Control, to apply to the number and class of securities or other property that the Participant would have received
pursuant to the Change in Control transaction in exchange for the shares issuable upon exercise of the Option had the Option been exercised immediately prior to the Change in Control, and appropriate adjustment also shall be made to the Exercise
Price such that the aggregate Exercise Price of each such Option or new option shall remain the same as nearly as practicable. 
 
(c)    If outstanding Options will accelerate pursuant to subsection (a) above, the Administrator in its
discretion may provide, in connection with the Change in Control transaction, for the purchase or exchange of each Option for an amount of cash or other property having a value equal to the difference (or “spread”) between: (x) the value
of the cash or other property that the Participant would have received pursuant to the Change in Control transaction in exchange for the shares issuable upon exercise of the Option had the Option been exercised immediately prior to the Change in
Control minus (y) the Exercise Price of the Option. 
 
(d)    In the event of a Change in Control of the Company, all Repurchase Rights shall automatically terminate immediately prior to the consummation of such Change in Control, and the shares of Common Stock
subject to such terminated Repurchase Rights shall immediately vest in full, except to the extent that: (i) in connection with such Change in Control, the acquiring or successor entity (or parent thereof) provides for the continuance or assumption
of Stock Purchase Agreements or the substitution of new agreements of comparable value covering shares of a successor corporation, with appropriate adjustments as to the number and kind of shares and purchase price, or (ii) such accelerated vesting
is precluded by other limitations imposed by the Administrator in the Stock Purchase Agreement at the time the Right to Purchase is granted. 
 
(e)    The Administrator shall have the discretion to provide in each Option Agreement or Stock Purchase
Agreement terms and conditions that relate to (i) vesting of such Option or Restricted Stock in the event of a Change in Control, and (ii) assumption of such Options 
 

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or Stock Purchase Agreements or issuance of comparable securities or New Incentives in the event of a
Change in Control. The aforementioned terms and conditions may vary in each Option and Stock Purchase Agreement, and may be different from the provisions set forth in Sections 8.1(a)—8.1(d) above. 
 
(f)    Outstanding Options shall
terminate and cease to be exercisable upon consummation of a Change in Control except to the extent that the Options are assumed by the successor entity (or parent thereof) pursuant to the terms of the Change in Control transaction. 
 
(g)    The Administrator shall
cause written notice of a proposed Change in Control transaction to be given to Participants not less than fifteen (15) days prior to the anticipated effective date of the proposed transaction. 
 
9. 
 
AMENDMENT AND TERMINATION OF THE PLAN 
 
9.1    Amendments.    The Board may from time to time alter, amend, suspend or terminate the Plan in such respects as the Board may deem advisable. No such alteration, amendment,
suspension or termination shall be made which shall substantially affect or impair the rights of any Participant under an outstanding Option Agreement or Stock Purchase Agreement without such Participant’s consent. The Board may alter or amend
the Plan to comply with requirements under the Code relating to Incentive Options or other types of options which give Optionee more favorable tax treatment than that applicable to Options granted under this Plan as of the date of its adoption. Upon
any such alteration or amendment, any outstanding Option granted hereunder may, if the Administrator so determines and if permitted by applicable law, be subject to the more favorable tax treatment afforded to an Optionee pursuant to such terms and
conditions. 
 
9.2    Plan Termination.    Unless the Plan shall theretofore have been terminated, the Plan shall terminate on the tenth (10th) anniversary of the Effective Date and no Options
or Rights to Purchase may be granted under the Plan thereafter, but Option Agreements, Stock Purchase Agreements and Rights to Purchase then outstanding shall continue in effect in accordance with their respective terms. 
 
10. 
 
TAX WITHHOLDING 
 
10.1    Withholding.    The Company shall have the power to withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any applicable Federal,
state, and local tax withholding requirements with respect to any Options exercised or Restricted Stock issued under the Plan. To the extent permissible under applicable tax, securities and other laws, the Administrator may, in its sole discretion
and upon such terms and conditions as it may deem appropriate, permit a Participant to satisfy his or her obligation to pay any such tax, in whole or in part, up to an amount determined on the basis of the highest marginal tax rate applicable to
such Participant, by (a) directing the Company to apply shares of Common Stock to which the Participant is entitled as a result of the exercise of an Option or as a result of the purchase of or lapse of restrictions on Restricted Stock or (b)
delivering to the Company shares of Common Stock owned by the Participant. The shares of Common Stock so applied or delivered in satisfaction of the 
 

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Participant’s tax withholding obligation shall be valued at their Fair Market Value as of the date of
measurement of the amount of income subject to withholding. 
 
11. 
 
MISCELLANEOUS

 
11.1    Benefits Not Alienable.    Other than as provided above, benefits under the Plan may not be assigned or alienated, whether voluntarily or involuntarily. Any unauthorized
attempt at assignment, transfer, pledge or other disposition shall be without effect. 
 
11.2    No Enlargement of Employee Rights.    This Plan is strictly a voluntary undertaking on the part of the Company and shall not be deemed to
constitute a contract between the Company and any Participant to be consideration for, or an inducement to, or a condition of, the employment of any Participant. Nothing contained in the Plan shall be deemed to give the right to any Participant to
be retained as an employee of the Company or any Affiliated Company or to interfere with the right of the Company or any Affiliated Company to discharge any Participant at any time. 
 
11.3    Application of Funds.    The proceeds received
by the Company from the sale of Common Stock pursuant to Option Agreements and Stock Purchase Agreements, except as otherwise provided herein, will be used for general corporate purposes. 
 

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