NurLogic Design, Inc.  2000 Stock Incentive Plan



 
EXHIBIT 4.2

 
NURLOGIC DESIGN, INC. 
 
2000 STOCK INCENTIVE PLAN 
 
This 2000 STOCK INCENTIVE PLAN (the “Plan”) is
hereby established by NURLOGIC DESIGN, INC., a California corporation (the “Company”), adopted by its Board of Directors as of the 27th day of January, 2000 (the “Effective Date”), and amended as of January 31, 2003. 
 
ARTICLE 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. 
 
ARTICLE 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 securities of the Company possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of the Company; (ii) a merger or consolidation in which the Company is not the surviving
entity, except for a transaction in which the holders of the outstanding voting securities of the Company immediately prior to such merger or consolidation hold, in the aggregate, securities possessing more than fifty percent (50%) of the total
combined voting power of all outstanding voting securities of the surviving entity immediately after such merger or consolidation; (iii) a 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 all outstanding voting securities of the Company are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger; (iv) the
sale, transfer or other disposition (in one 









transaction or a series of related transactions) of all or substantially all of the assets of the Company; or (v) the approval by the
shareholders of a plan or proposal for the liquidation or dissolution of the Company. 
 
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 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 the
date on which the Plan is adopted by the Board, as set forth on the first page hereof. 
 
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 for which a closing sale price is reported. 
 
(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. 
 

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2.14    NASD Dealer.    “NASD Dealer” means a broker-dealer that is a member of the National Association of Securities Dealers, Inc. 
 
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    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. 
 
2.24    Right to Purchase.    “Right to Purchase” means a right to purchase
Restricted Stock granted to an Offeree pursuant to Article 6 hereof. 
 
2.25    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. 
 
2.26    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. 
 
2.27    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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ARTICLE 3. 
 
ELIGIBILITY 
 
3.1    Incentive Options.    Only employees of the Company or of an Affiliated Company (including officers of the Company and 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.    Employees of the Company or of an Affiliated Company, officers of the Company and 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    Section 162(m) Limitation.    Subject to the provisions
of Section 4.2, no employee of the Company or of an Affiliated Company shall be eligible to be granted Options covering more than 500,000 shares of Common Stock during any calendar year. The foregoing shall not apply, however, until the first date
upon which any security of the Company is listed (or approved for listing) upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer
quotation system if such securities exchange or interdealer quotation system has been certified in accordance with the provisions of Section 25100(o) of the California Corporate Securities Law of 1968. 
 
ARTICLE 4. 
 
PLAN SHARES 
 
4.1    Shares Subject to the
Plan.    A total of 6,000,000 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 which were initially the subject of 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. Notwithstanding the foregoing, the authorized number of shares subject to this Plan shall not exceed the limitation imposed by Section 260.140.45 of the Code of Regulations of the California Commissioner of
Corporations, provided, however, that, in calculating such limitation, 100% rather than 30% of the Company’s then outstanding shares of Common Stock shall be used as the applicable percentage unless a percentage greater than 100% is approved by
at least two-thirds (2/3) of the outstanding shares of the Company entitled to vote. 
 
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, reverse stock split, combination of shares, reclassification, stock dividend, or other change in the capital
structure of the Company, then appropriate adjustments shall be automatically made 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 practicable, but not to increase, the benefits to Participants. 
 

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ARTICLE 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 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 the
requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes, 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 provisions for 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. 
 

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5.5    Vesting and Exercise of Options.    Each Option shall vest and become exercisable in one or more installments at such time or times and subject to such conditions, including
without limitation the achievement of specified performance goals or objectives, as shall be determined by the Administrator. An Option granted to an employee who is neither an officer nor a director of the Company must vest at a rate of at least
20% per year over a period of five years from the date of grant, subject to reasonable conditions such as continued employment. Notwithstanding the foregoing, to the extent required by applicable law, each Option shall provide that the Optionee
shall have the right to exercise the vested portion of any Option held at termination for at least 30 days following termination for any reason, and that the Optionee shall have the right to exercise the Option for at least six months if such
termination was due to the death or Disability of the Optionee. 
 
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. 
 
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    Unvested Shares.    The Administrator shall have the discretion to grant Options
which are exercisable for unvested shares of Common Stock. Should the Optionee cease being an employee, a Service Provider, an officer and/or a director of the Company while owning such unvested shares, the Company shall have the right to
repurchase, at the exercise price paid per share, any or all of those unvested shares. The terms upon which such repurchase right shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the
purchased shares) shall be established by the Administrator and set forth in the document evidencing such repurchase right. The Administrator may not impose a vesting schedule upon any Option grant or the shares of Common Stock subject to that
Option which is more restrictive than twenty percent (20%) per year vesting, with the initial vesting to occur not later than one (1) year after the Option grant date. However, such limitation shall not be applicable to any Option grants made to
individuals who are officers of the Company, non-employee Board members or independent consultants. 
 

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ARTICLE 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, shares of Common Stock subject to such terms,
restrictions and conditions as the Administrator may determine at the time of 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    Purchase
Price.    The Purchase Price of shares of Restricted Stock shall not be less than 100% of the Fair Market Value on the date of grant. Subject to the foregoing, the Purchase Price shall be determined by the Administrator in
its sole discretion. 
 
6.4    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 the requisite period necessary to avoid a charge to the Company’s earnings for
financial reporting purposes, which surrendered shares shall be valued at Fair Market Value as of the date of such acceptance; (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. 
 
6.5    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 until such shares have vested in accordance with the terms of the Stock Purchase Agreement. 
 
6.6    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. 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 

 

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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. 
 
6.7    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. A Stock Purchase Agreement awarded to an employee who is neither an officer nor a director of the Company must
vest at a rate of at least 20% per year over a period of five years from the date of grant, subject to reasonable conditions such as continued employment. 
 
6.8    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. 
 
6.9    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. 
 
ARTICLE 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, 

 

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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. 
 
ARTICLE 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
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)    The Administrator in its discretion may provide in any Option Agreement that if such Option is assumed by an
acquiring or successor entity (or parent thereof) or a new option of comparable value or New Incentive is issued in exchange therefor pursuant to the terms of a Change in Control transaction, then vesting of the Option, the new option or the New
Incentive shall accelerate if and at such time as the Participant’s service as an employee, director, officer, consultant or other service provider to the acquiring or successor entity (or a parent or subsidiary thereof) is terminated
involuntarily within a specified period following consummation of the Change in Control, pursuant to such terms and conditions as shall be set forth in the Option Agreement. 
 

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(d)    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, and (y) the Exercise Price of the Option. 
 
(e)    If a Participant holds shares of
Restricted Stock that are not fully vested at the time a Change in Control occurs, the provisions set forth above in this Article 8 with respect to the vesting of Options also shall apply to the vesting of shares of Restricted Stock. Thus, if the
vesting of outstanding Options does not accelerate because they are assumed or new options of comparable value or New Incentives are issued in exchange therefor, as contemplated by Section 8.1(b), then the vesting provisions of the Restricted Stock
shall also continue on a comparable basis following consummation of the Change in Control. Likewise, if outstanding Options are not assumed and the vesting of outstanding Options accelerates, as provided in Section 8.1(a), then the vesting of shares
of Restricted Stock also shall accelerate upon consummation of the Change in Control. 
 
(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) or new options of comparable value or New Incentives are issued in exchange therefor pursuant to the terms of the Change in Control transaction. 
 
ARTICLE 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
Optionees 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 or the tenth (10th) anniversary of the date the Plan is approved by the shareholders of the Company, whichever is earlier, 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. 
 

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ARTICLE 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 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. 
 
ARTICLE 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 limit 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. 
 
11.4    Annual Financial Statements.    A copy of the
Company’s financial statements for the most recently completed fiscal year shall be provided to each Participant annually. Such financial statements shall be prepared in accordance with generally accepted accounting principles. The
Administrator may require that Participants sign an appropriate confidentiality agreement as a condition to receiving a copy of the financial statements. 
 
11.5    Shareholder Approval.    The Company shall obtain shareholder approval of the Plan
within twelve (12) months before or after the adoption of the Plan by the Board of Directors. 
 

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