Exhibit 10.31


 


SYNOPSYS, INC.


2005 NON-EMPLOYEE DIRECTORS EQUITY INCENTIVE PLAN


 


Adopted
by the Board of Directors on March 1, 2005 and approved by the Stockholders
on May 23, 2005 and amended by the Board on March 3, 2006 and March 24,
2006


 


I. PURPOSE
OF THE PLAN


 


This 2005 Non-Employee
Directors Equity Incentive Plan (the “Plan”) is intended to promote the
interests of Synopsys, Inc., a Delaware corporation (the “Corporation”),
by providing the non-employee members of the Board of Directors with the opportunity
to acquire a proprietary interest, or otherwise increase their proprietary
interest, in the Corporation as an incentive for them to remain in the service
of the Corporation.


 


II. DEFINITIONS


 


For purposes of the Plan,
the following definitions shall be in effect:


 


ANNUAL
MEETING: the first meeting of the Corporation’s 
stockholders held each calendar year at which directors of the
Corporation are selected.


 


AWARD:
an option granted pursuant to Section VI.A(1), Section VI.A(2)(i) or
Section VI.A(3) or common stock issued as Restricted Stock pursuant
to Section VI.A(2)(ii).


 


BOARD:
the Corporation’s Board of Directors.


 


CODE:
the Internal Revenue Code of 1986, as amended.


 


COMMON
STOCK: shares of the Corporation’s common stock.


 


CHANGE
IN CONTROL: a change in ownership or control of the Corporation effected
through either of the following transactions:


 


(1)                                              any
person or related group of persons (other than the Corporation or a person that
directly or indirectly controls, is controlled by, or is under common control
with, the Corporation) directly or indirectly acquires beneficial ownership
(within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934,
as amended) of securities possessing more than fifty percent (50%) of the total
combined voting power of the Corporation’s outstanding securities pursuant to a
tender or exchange offer made directly to the Corporation’s stockholders; or


 


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(2)                                              there
is a change in the composition of the Board over a period of twenty-four (24)
consecutive months or less such that a majority of the Board members ceases, by
reason of one or more contested elections for Board membership, to be comprised
of individuals who either (A) have been Board members continuously since
the beginning of such period or (B) have been elected or nominated for
election as Board members during such period by at least a majority of the
Board members described in clause (A) who were still in office at the time
such election or nomination was approved by the Board.


 


CORPORATE
TRANSACTION: any of the following stockholder-approved transactions to which
the Corporation is a party:


 


(1)                                              a
merger or consolidation in which the Corporation is not the surviving entity,


 


(2)                                              the
sale, transfer or other disposition of all or substantially all of the assets
of the Corporation but only if such sale, transfer or other disposition occurs
in connection with the complete liquidation or dissolution of the Corporation,
or


 


(3)                                              any
merger in which the Corporation is the surviving entity but becomes a more than
fifty percent (50%) owned subsidiary of another corporation.


 


EFFECTIVE
DATE: March 1, 2005, the date on which the Plan was adopted by the Board.


 


ELIGIBLE
DIRECTOR:  a person designated as an
Eligible Director pursuant to Section V.A.


 


FAIR
MARKET VALUE: the Fair Market Value per share of Common Stock determined in
accordance with the following provisions:


 


(1)                                              If
the Common Stock is not at the time listed or admitted to trading on any
national securities exchange but is traded on the Nasdaq National Market, the
Fair Market Value shall be the closing selling price per share on the date in
question, as such price is reported by the National Association of Securities
Dealers on the Nasdaq National Market or any successor system. If there is no
reported closing selling price for the Common Stock on the date in question,
then the closing selling price on the last preceding date for which such
quotation exists shall be determinative of Fair Market Value.


 


(2)                                              If
the Common Stock is at the time listed or admitted to trading on any national
securities exchange, then the Fair Market Value shall be the closing selling
price per share on the date in question on the exchange serving as the primary
market for the Common


 


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Stock, as such price is
officially quoted in the composite tape of transactions on such exchange. If
there is no reported sale of Common Stock on such exchange on the date in
question, then the Fair Market Value shall be the closing selling price on the
exchange on the last preceding date for which such quotation exists.


 


1934
ACT: the Securities Exchange Act of 1934, as amended.


 


OPTIONEE:
any person to whom an option is granted under the  Plan.


 


PERMANENT
DISABILITY OR PERMANENTLY DISABLED: the inability of the Optionee to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment expected to result in death or to be of
continuous duration of twelve (12) months or more.


 


RESTRICTED
STOCK:  shares of Common Stock as
described in Section VI.A(2)(ii).


 


III. ADMINISTRATION
OF THE PLAN


 


Except as otherwise
provided herein, the terms and conditions of each Award (including the timing
and pricing of option grants) shall be determined by the express terms and
conditions of the Plan. To the extent not inconsistent with the foregoing, the
Board shall have the power to construe and interpret the Plan and Awards
granted under it, and to establish, amend, and revoke rules and
regulations for the administration of the Plan. The Board, in the exercise of
this power, may (i) correct any defect, omission or inconsistency in
the Plan or in any Stock Option Agreement or Restricted Stock Agreement, in a
manner and to the extent it shall deem necessary or expedient to make the Plan
fully effective, (ii) to amend the Plan or an Award as provided in Section VIII,
or (iii) to exercise such powers and to perform such acts as the
Board deems necessary or expedient to promote the best interests of the
Corporation. Notwithstanding the foregoing, the Board shall not have the power
to approve a program whereby outstanding Awards are surrendered in exchange for
Awards with a lower exercise price, without first obtaining stockholder
approval of such program other than changes to outstanding awards pursuant to Section IV.C.


 


IV. STOCK
SUBJECT TO THE PLAN


 


A.                       Shares of
the Corporation’s Common Stock shall be available for issuance under the Plan
and shall be drawn from either the Corporation’s authorized but unissued shares
of Common Stock or from reacquired shares of Common Stock, including shares
repurchased by the Corporation on the open market. The number of shares of
Common Stock reserved for issuance over the term of the Plan shall initially be
fixed at 750,000 shares, subject to stockholder approval at the 2006 Annual
Meeting of Stockholders of the Company.


 


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B.                         Should
one or more outstanding options under this Plan expire or terminate for any
reason prior to exercise in full, then the shares subject to the portion of
each option not so exercised shall be available for issuance under the Plan. Unvested
shares of Restricted Stock that revert to the Corporation shall also be
available for reissuance under the Plan. In addition, should the exercise price
of an outstanding option under the Plan be paid with shares of Common Stock
that were not acquired from the Corporation, then the number of shares of
Common Stock available for issuance under the Plan shall be reduced by the
gross number of shares for which the option is exercised, and not by the net
number of shares of Common Stock actually issued to the holder of such option.


 


C.                         Should
any change be made to the Common Stock issuable under the Plan by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class without
the Corporation’s receipt of consideration, then appropriate adjustments shall
be made to (i) the  maximum number
and/or class of securities issuable under the Plan, (ii) the number
and/or class of securities for which Awards are to be subsequently made to
each newly-elected or continuing non-employee Board member under the Plan, and (iii) the
number and/or class of securities and price per share in effect under each
Award outstanding under the Plan. The adjustments to the outstanding Awards
shall be made by the Board in a manner which shall preclude the enlargement or
dilution of rights and benefits under such Awards and shall be final, binding
and conclusive.


 


V. ELIGIBILITY


 


A.                       Eligible
Directors. The individuals eligible to receive Awards pursuant to the
provisions of this Plan shall be limited to (i) those individuals who are
first elected or appointed as non-employee Board members after the Effective
Date, whether through appointment by the Board or election by the Corporation’s
stockholders, and (ii) those individuals who are re-elected as
non-employee Board members at one or more Annual Meetings held after the
Effective Date whether or not such individual is serving as a non-employee
director on the Effective Date. Each non-employee Board member eligible to
participate in the Plan pursuant to the foregoing criteria is hereby designated
an Eligible Director.


 


B.                         Limitation.
Except for the grants to be made pursuant to this Plan, non-employee Board
members shall not be eligible to receive any stock options, stock appreciation
rights, direct stock issuances or other stock awards under this Plan or any
other stock plan of the Corporation or any parent or subsidiary.


 


VI. TERMS
AND CONDITIONS OF AUTOMATIC AWARDS


 


A.             Award
Amounts and Dates. Awards shall be granted in the amounts and on the dates
specified below:


 


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(1)       Initial Awards. Each individual who first
becomes an Eligible Director after the Effective Date, whether through election
by the Corporation’s stockholders or appointment by the Board, shall automatically
be granted, at the time of such initial election or appointment, a
non-statutory option to purchase thirty thousand (30,000) shares of Common
Stock. The terms and conditions of any such option shall be as set forth in Section VI.B.


 


(2)       Annual Awards. On the date of each Annual
Meeting during the term of this Plan, each Eligible Director who is re-elected
to the Board at that Annual Meeting shall automatically be granted, on the date
of such Annual Meeting (the “Award Annual Meeting”), an annual Award (an “Annual
Award”) in the form described below, with a value equal to the Annual
Award Value, as defined below. There shall be no limit on the number of Annual
Awards any one Eligible Director may receive over his or her period of
continued Board service during the term of this Plan. On or before the December 31st
of the calendar year immediately preceding the calendar year in which the Award
Annual Meeting occurs, the Board shall determine if the Annual Award shall be
in the form of a stock option in the form described in Section VI.A(2)(i) below
or in the form of Restricted Stock described in Section VI.A(2)(ii) below.
In the event that no such determination is made by such December 31st,
the last election made by the Board as to the type of Award to receive shall
continue with respect to the Annual Awards issuable at the Award Annual
Meeting.


 


(i) 
If the Annual Award is in the form of a stock option, the Annual Award
shall be a non-statutory option to purchase a number of shares of Common Stock
(an “Annual Option Grant”) equal to the number of shares which will result in
the Annual Option Grant having a value as determined under the generally
accepted accounting principles employed by the Corporation for the purposes of
preparing its financial statements equal to the Annual Award Value. The Annual
Option Grant shall have the terms and conditions set forth in Section VI.B.


 


(ii) 
If the Annual Award is in the form of Restricted Stock, the Annual Award
shall be a grant of a number of unvested shares of Common Stock with a Fair
Market Value equal to the Annual Award Value with any fractional share being
eliminated. The terms and conditions of an Annual Award in the form of
restricted stock shall be as set forth in Section VI.C. Notwithstanding
the foregoing, the Board shall have the authority to provide that an Award in
the form of Restricted Stock shall instead be in the form of a
commitment to issue shares of Common Stock on the dates the Restricted Stock
would have vested and otherwise with substantially the same provisions as set
forth in this Plan for Awards of Restricted Stock. (Such a commitment is
commonly referred to as an award of “Restricted Stock Units.”)  If the Board has determined that Awards of
Restricted Stock  Units shall be made in
lieu of Awards of Restricted Stock, references in this Plan to Restricted Stock
shall be deemed references to Restricted Stock Units.


 


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(3)       Interim Awards. In the case of an
Eligible Director who is appointed to the Board on a date (the “Interim
Appointment Date”) that is neither (x) the date of an Annual Meeting nor (y) a
date that is more than eleven (11) months since the most recent Annual Meeting
that preceded the Interim Appointment Date, such Eligible Director shall
automatically be granted, at the time of such appointment, an Award (an “Interim
Award”) in the form of a non-statutory option to purchase a number of
shares of Common Stock (an “Interim Option Grant”) equal to the number of
shares which will result in the Interim Option Grant having a value as
determined under the generally accepted accounting principles employed by the
Corporation for the purposes of preparing its financial statements equal to the
Interim Award Value, as defined below. The Interim Option Grant shall have the
terms and conditions set forth in Section VI.B


 


(4)                      Definitions.
The following definitions shall apply for the purposes of this Section VI:


 


(i) 
For the purposes of this Section VI.A, “Annual Award Value” shall mean a dollar
amount equal to the annual cash retainer for service as a Director in effect at
the time of the Award Annual Meeting for the period from the Award Annual
Meeting until the first Annual Meeting following the Award Annual Meeting.


 


(ii) 
“Interim Award Value” shall mean a dollar amount equal to the product of (i) the
Annual Award Value the Eligible Director would have received had the Eligible
Director been appointed to the Board at the time of the most recent Annual
Meeting that preceded the Interim Appointment Date multiplied by (ii) a
fraction the numerator of which is twelve (12) minus the lesser of (x) the
number of whole months from the most recent Annual Meeting that preceded the
Interim Appointment Date until the Interim Appointment Date with any fraction
of a month being rounded up to the next whole month or (y) twelve (12) and the
denominator of which is twelve (12).


 


B.                                    Terms
and Conditions of Options. Any options granted pursuant to Section VI.A(1),
Section VI.A(2)(i) or Section VI.A(3) shall have the
following terms and conditions:


 


(1)                      Exercise
Price. The exercise price per share of Common Stock subject to such option
shall be equal to one hundred percent (100%) of the Fair Market Value per share
of Common Stock on the grant date.


 


(2)                      Payment.
Upon the exercise of the option in whole or in part, the exercise price for the
portion being exercised shall become immediately due and shall be payable in
one of the alternative forms specified below, or in a combination of such
alternative forms, to the extent permitted by law and permitted in the form of
Stock Option Agreement issued in connection with the option:


 


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(i)     full payment in cash or check made payable
to the Corporation’s order; or


 


(ii)    full payment in shares of Common Stock
valued at Fair Market Value on the Exercise Date (as such term is defined
below); or


 


(iii)   full payment through a broker-dealer sale and
remittance procedure pursuant to which the non-employee Board member (x) shall
provide irrevocable written instructions to a brokerage firm acceptable to the
Corporation to effect the immediate sale of the purchased shares and remit to
the Corporation, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate exercise price payable for the
purchased shares and (y) shall concurrently provide written directives to the
Corporation to deliver the certificates for 
the purchased shares directly to such brokerage firm in order to
complete the sale transaction; or


 


(iv)  a “net
exercise” arrangement pursuant to which the Corporation will reduce the number
of shares of Common Stock issued upon exercise of the option by the largest
whole number of shares with a Fair Market Value that does not exceed the
aggregate exercise price; provided, however, that the Corporation shall accept
a cash payment from the Eligible Director to the extent of any remaining
balance of the aggregate exercise price not satisfied by such holding back of
whole shares; provided further, however, that shares of Common Stock will no
longer be outstanding under the option and will not be exercisable thereafter
to the extent that (x) shares are used to pay the exercise price pursuant to
the “net exercise” of the option and (y) shares are directly or indirectly
delivered to the Eligible Director as a result of such exercise of the option.


 


For purposes of this Section VI.B(2),
the Exercise Date shall be the date on which written notice of the option
exercise is delivered to the Corporation. Except to the extent the sale and
remittance procedure specified above is utilized in connection with the
exercise of the option, payment of the exercise price for the purchased shares
must accompany the exercise notice.


 


(3)                      Exercisability/Vesting.
Each stock option granted pursuant to this Plan shall be exercisable only if
the option becomes vested in accordance with the terms of this Plan. Once a
portion of an option becomes vested, such portion shall remain exercisable
until either such portion is exercised or the option is terminated in
accordance with the provisions of this Plan. In no event, however, shall any
additional option shares vest after the Optionee’s cessation of Board service. Except
as otherwise provided in this Plan, options granted pursuant to this Plan shall
vest as follows:


 


(i)                                                 The
initial automatic grant for thirty thousand (30,000) shares made to each
Eligible Director shall vest in a series of four (4) successive equal
installments as such individual continues in Board service through the date
immediately preceding each of the first four (4) Annual Meetings following
the grant date of that option.


 


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(ii)                                              Each
Annual Option Grant and any Interim Option Grant made to an Eligible Director
shall vest in thirty-six (36) successive equal installments for each month the
Optionee continues in Board service from the grant date of that option through
the third (3rd) anniversary of the grant date of the option.


 


(iii)                                           Should
the Optionee die or become Permanently Disabled while serving as a Board
member, then any option grant issued under the Plan held by the Optionee at the
time of his or her death or Permanent Disability may subsequently be
exercised for any or all of the option shares in which the Optionee is vested
at that time plus an additional number of option shares equal to the number of
option shares (if any) in which the Optionee would have vested had he or she
continued in Board service until the next Annual Meeting.


 


(4)                      Option Term.
Each option grant under the Plan shall have a maximum term of seven (7) years
measured from the automatic grant date.


 


(5)                      Effect of
Termination of Board Service.


 


(i)      Should the Optionee cease to serve as a
Board member for any reason (other than death or Permanent Disability) while
holding one or more option grants issued under the Plan, then such individual
shall have a six (6)-month period following the date of such cessation of Board
service in which to exercise each such option for any or all of the option
shares in which the Optionee is vested at the time of his or her cessation of
Board service. Each such option shall immediately terminate and cease to be
outstanding, at the time of such cessation of Board service, with respect to any
option shares in which the Optionee is not otherwise at that time vested.


 


(ii)      Should the Optionee die on or before the
date that is six (6) months after cessation of Board service, then any
option grant issued under the Plan held by the Optionee at the time of death may subsequently
be exercised, for any or all of the option shares in which the Optionee is
vested at the time of his or her cessation of Board service (less any option
shares subsequently purchased by the Optionee prior to death), by the personal
representative of the Optionee’s estate or by the person or persons to whom the
option is transferred pursuant to the Optionee’s will or in accordance with the
laws of descent and distribution. The right to exercise each such option shall
lapse upon the expiration of the twelve (12)-month period measured from the
date of the Optionee’s death.


 


(iii)      Should the Optionee become Permanently
Disabled while serving as a Board member, then the Optionee shall have the
right to exercise the option for any or all of the option shares in which the
Optionee is vested at the time of his or her cessation of Board service at any
time prior to the expiration of the twelve (12)-month period measured from the
date of the Optionee’s Permanent Disability.


 


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(iv)      In no event shall any option grant under
this Plan remain exercisable after the expiration date of the maximum seven (7) year
option term. Upon the expiration of the applicable post-service exercise period
under subparagraphs (i) through (iii) above or (if earlier) upon the
expiration of the maximum seven (7)-year option term, the grant shall terminate
and cease to be outstanding for any option shares in which the Optionee was
vested at the time of his or her cessation of Board service but for which such
option was not otherwise exercised.


 


(6)                      Stockholder
Rights. The holder of an option grant issued under the Plan shall have none of
the rights of a stockholder with respect to any shares subject to such option
until such individual shall have exercised the option and paid the exercise
price for the purchased shares.


 


(7)                      Remaining
Terms. The remaining terms and conditions of each option grant issued under the
Plan shall be as set forth in a written stock option agreement (the “Stock
Option Agreement”) in a form adopted from time to time by the Board;
provided, however, that the terms of any Stock Option Agreement shall be
consistent with the provisions of this Plan.


 


C.                                    Terms
and Conditions of Restricted Stock. Any Restricted Stock granted pursuant to
the provisions of Section VI.A(2)(ii) shall have the following terms
and conditions:


 


(1)                      Payment. To
the fullest extent permitted by law, the payment for the restricted shares
shall be in the form of past services rendered to or future services to be
rendered to the Corporation. In the event additional consideration is required
to be paid in order that the restricted shares shall be deemed fully paid and
nonassessable, the Board shall determine the amount and character of such
additional consideration.


 


(2)                      Vesting. Each
Annual Award granted to an Eligible Director in the form of Restricted
Stock shall vest, and the Corporation’s repurchase right shall lapse, in
thirty-six (36) successive equal installments for each month the Eligible
Director continues in Board service from the grant date of that Annual Award
through the third (3rd) anniversary of the grant date of such Annual
Award. Should the Eligible Director die or become Permanently Disabled while
serving as a Board member, then any Restricted Stock issued under the Plan held
by the Eligible Director at the time of his or her death or Permanent
Disability shall be deemed vested for a number of shares equal to the number
calculated in the preceding sentence as of the date of death or Permanent
Disability plus an additional number of shares equal to the number of shares
(if any) in which the Eligible Director would have vested had he or she
continued in Board service until the next Annual Meeting.


 


(3)                      Effect of
Termination of Board Service. Should an Eligible Director cease to serve as a
Board member while holding unvested Restricted Stock, the unvested stock shall
immediately be forfeited and revert back to the Corporation. No notice or other
action shall be required of the Corporation to effectuate such reversion.


 


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(4)                      Remaining
Terms. The remaining terms and conditions of each grant of Restricted Stock
under the Plan shall be as set forth in a written restricted stock agreement
(the “Restricted Stock Agreement”) in a form adopted from time to time by
the Board; provided, however, that the terms of any Restricted Stock Agreement
shall be consistent with the provisions of this Plan.


 


VII. SPECIAL
VESTING ACCELERATION EVENTS


 


A.                       In the
event of any Corporate Transaction, the Board may provide that some or all
of the outstanding stock options and some or all of the Corporation’s
outstanding reacquisition rights shall be assumed by the successor corporation
or its parent corporation. In the event of any Corporate Transaction, each
outstanding stock option and each outstanding share of Restricted Stock shall
become immediately vested, immediately prior to the Corporate Transaction
unless (i) in the case of an option, such option is assumed by the
successor corporation or its parent corporation or (ii) in the case of
Restricted Stock, the Corporation’s reacquisition rights are assumed by the
successor corporation or its parent corporation. In the event an option outstanding
immediately prior to the Corporate Transaction is not assumed by the successor
corporation or its parent corporation, the outstanding option shall terminate
and cease to be outstanding immediately following the Corporate Transaction to
the extent that such option is not exercised as of the effective date of the
Corporate Transaction.


 


B.                         In
connection with any Change in Control of the Corporation, each outstanding,
unvested option granted under the Plan and each share of unvested Restricted
Stock issued under the Plan shall automatically vest in full immediately prior
to the specified effective date for the Change in Control.


 


VIII. AMENDMENT
OF THE PLAN AND AWARDS


 


The Board has complete
and exclusive power and authority to amend or modify the Plan (or any component
thereof) in any or all respects whatsoever; provided, however, that no such
amendment or modification shall adversely affect rights and obligations with
respect to Awards at the time outstanding under the Plan, unless the affected
Eligible Directors consent to such amendment. In addition, the Board may not,
without the approval of the Corporation’s stockholders, amend the Plan in such
a manner that would violate the listing requirements applicable to the
Corporation with respect to any securities exchange or quotation system on
which the Corporation lists the Corporation’s securities.


 


IX. EFFECTIVE
DATE AND TERM OF PLAN


 


A.                       The Plan
became effective immediately upon adoption by the Board on the Effective Date,
and one or more automatic option grants may be made under the Plan at any
time on or after such Effective Date. However, no options granted under the
Plan shall become


 


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exercisable in whole or
in part prior to approval of the Plan by the Corporation’s stockholders at
the 2005 Annual Meeting. If such approval is not obtained, then all options
previously granted under the Plan shall terminate and cease to be outstanding,
and no further option grants shall be made under the Plan.


 


B.                         Subject
to stockholder approval at the 2006 Annual Meeting of Stockholders, the Plan
shall terminate upon the earlier of (i) the day immediately prior to the
date of the Annual Meeting of stockholders that occurs in 2010 or (ii) the
date on which all shares available for issuance under the Plan shall have been
issued or canceled pursuant to the exercise of Awards. If the date of
termination is determined under clause (i) above, then all option grants
and issuances of Restricted Stock outstanding on such date shall thereafter
continue to have force and effect in accordance with the provisions of the
applicable Stock Option Agreements and Restricted Stock Agreements..


 


X. USE
OF PROCEEDS


 


Any cash proceeds
received by the Corporation from the sale of shares pursuant to option grants
or share issuances under the Plan shall be used for general corporate purposes.


 


XI. REGULATORY
APPROVALS


 


A.                       The
implementation of the Plan, the granting of any Awards and the issuance of
Common Stock upon the exercise of an Award shall be subject to the Corporation’s
compliance in all respects with the requirements of applicable law and the rules of
any securities exchange or quotation system on which the Corporation lists the
Corporation’s securities.


 


B.                         No shares
of Common Stock or other assets shall be issued or delivered under this Plan
unless and until there shall have been compliance with all applicable
requirements of Federal and state securities laws, including the filing and
effectiveness of the Form S-8 registration statement for the shares of
Common Stock issuable under the Plan, and all applicable listing requirements
of any securities exchange or quotation system on which the Common Stock is
then listed or quoted for trading.


 


XII. NO
IMPAIRMENT OF RIGHTS


 


Neither the action of the
Corporation in establishing the Plan nor any provision of the Plan shall be
construed or interpreted so as to affect adversely or otherwise impair the
right of the Corporation or the stockholders to remove any individual from the
Board at any time in accordance with the provisions of applicable law.


 


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XIII. MISCELLANEOUS
PROVISIONS


 


A.                       Awards may not
be assigned, encumbered or otherwise transferred by any holder of the Award
except by will or the laws of descent and distribution or as provided in the
associated Stock Option Agreement or Restricted Stock Agreement.


 


B.                         The
provisions of the Plan shall inure to the benefit of, and be binding upon, the
Corporation and its successors or assigns, whether by Corporate Transaction or
otherwise, and the Optionees, the legal representatives of their respective
estates, their respective heirs or legatees and their permitted assignees.


 


C.                         The
existence of outstanding Awards shall in no way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its capital
or business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.


 


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