exv10w15



 




Exhibit 10.15




INTERNATIONAL STEM CELL CORPORATION




2006 EQUITY PARTICIPATION PLAN




 


 









 





INTERNATIONAL
STEM CELL CORPORATION

2006 EQUITY PARTICIPATION PLAN



TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	1.	 	Purpose.	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 
	2.	 	Definitions.	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 
	3.	 	Administration	 	 	4	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.1.	 	 	Delegation of Administration
	 	 	4	 
	 

	 	 	3.2.	 	 	Powers of the Committee
	 	 	5	 
	 

	 	 	3.3.	 	 	Administration When Common Stock is Publicly Traded
	 	 	6	 
	 
	 	 	 	 	 	 	 	 	 	 
	4.	 	Eligibility.	 	 	6	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.1.	 	 	Eligibility for Awards
	 	 	6	 
	 

	 	 	4.2.	 	 	Eligibility of Consultants
	 	 	6	 
	 

	 	 	4.3.	 	 	Limitation on Individual Awards
	 	 	6	 
	 

	 	 	4.4.	 	 	Substitute Awards
	 	 	7	 
	 
	 	 	 	 	 	 	 	 	 	 
	5.	 	Common Stock Subject to Plan.	 	 	7	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.1.	 	 	Share Reserve
	 	 	7	 
	 

	 	 	5.2.	 	 	Reversion of Shares
	 	 	7	 
	 

	 	 	5.3.	 	 	Source of Shares.
	 	 	7	 
	 
	 	 	 	 	 	 	 	 	 	 
	6.	 	Options.	 	 	7	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	6.1.	 	 	Award
	 	 	7	 
	 

	 	 	6.2.	 	 	Option Price
	 	 	7	 
	 

	 	 	6.3.	 	 	Maximum Option Period
	 	 	8	 
	 

	 	 	6.4.	 	 	Maximum Value of Options which are Incentive Stock Options
	 	 	8	 






 


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	 	 	6.5.	 	 	Nontransferability
	 	 	8	 
	 

	 	 	6.6.	 	 	Vesting and Termination of Continuous Service
	 	 	9	 
	 

	 	 	6.7.	 	 	Exercise
	 	 	9	 
	 

	 	 	6.8.	 	 	Payment
	 	 	10	 
	 

	 	 	6.9.	 	 	Buyout Provisions
	 	 	10	 
	 

	 	 	6.10.	 	 	Shareholder Rights
	 	 	10	 
	 

	 	 	6.11.	 	 	Disposition and Stock Certificate Legends for Incentive Stock Option Shares
	 	 	10	 
	 
	 	 	 	 	 	 	 	 	 	 
	7.	 	Restricted Stock Awards	 	 	11	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.1.	 	 	Restricted Stock Awards
	 	 	11	 
	 
	 	 	 	 	 	 	 	 	 	 
	8.	 	Changes in Capital Structure and Change in Control.	 	 	12	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	8.1.	 	 	No Limitations of Rights
	 	 	12	 
	 

	 	 	8.2.	 	 	Changes in Capitalization
	 	 	12	 
	 

	 	 	8.3.	 	 	Change in Control
	 	 	12	 
	 

	 	 	8.4.	 	 	Limitation on Adjustment
	 	 	13	 
	 
	 	 	 	 	 	 	 	 	 	 
	9.	 	Withholding of Taxes.	 	 	14	 
	 
	 	 	 	 	 	 	 	 	 	 
	10.	 	Compliance with Law and Approval of Regulatory Bodies	 	 	14	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	10.1.	 	 	General Requirements
	 	 	14	 
	 

	 	 	10.2.	 	 	Participant Representations
	 	 	14	 
	 
	 	 	 	 	 	 	 	 	 	 
	11.	 	General Provisions	 	 	15	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	11.1.	 	 	Corporation Repurchase Rights
	 	 	15	 
	 

	 	 	11.2.	 	 	Information to Participants
	 	 	15	 
	 

	 	 	11.3.	 	 	Effect on Employment and Service
	 	 	15	 
	 

	 	 	11.4.	 	 	Use of Proceeds
	 	 	15	 
	 

	 	 	11.5.	 	 	Unfunded Plan
	 	 	15	 
	 

	 	 	11.6.	 	 	Rules of Construction
	 	 	15	 
	 

	 	 	11.7.	 	 	Choice of Law
	 	 	15	 
	 
	 	 	 	 	 	 	 	 	 	 
	12.	 	Amendment and Termination	 	 	16	 
	 
	 	 	 	 	 	 	 	 	 	 
	13.	 	Effective Date of Plan, Duration of Plan	 	 	16	 







 


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INTERNATIONAL STEM CELL CORPORATION




2006 EQUITY PARTICIPATION PLAN





	1.	 	Purpose.






The 2006 Equity Participation Plan (the “Plan”) of International Stem Cell Corporation
(the “Corporation”) is intended to promote the best interests of the Corporation and its
shareholders by: (i) assisting the Corporation and its Affiliates (as defined below) in the
recruitment and retention of persons with ability and initiative; (ii) providing an incentive to
such persons to contribute to the growth and success of the Corporation’s businesses by affording
such persons equity participation in the Corporation; and (iii) associating the interests of such
persons with those of the Corporation and its Affiliates and shareholders.




	2.	 	Definitions.







As used in the Plan, the following definitions shall apply:



“Affiliate” means (i) any Subsidiary; (ii) any Parent; (iii) any corporation, trade or
business (including, without limitation, a partnership or limited liability company) which is
directly or indirectly controlled fifty percent (50%) or more (whether by ownership of stock,
assets or an equivalent ownership interest or voting interest) by the Corporation or one of its
Affiliates; and (iv) any other entity in which the Corporation or any of its Affiliates has a
material equity interest and which is designated as an “Affiliate” by resolution of the Committee.




“Board” means the Board of Directors of the Corporation.



“Cause” means (i) in the case where the Participant does not have an employment,
consulting or similar agreement in effect with the Corporation or its Affiliate at the time of
grant of the Option or Restricted Stock Award or where there is such an agreement but it does not
define “cause” (or words of like import), conduct related to the Participant’s service to the
Corporation or an Affiliate for which either criminal or civil penalties against the Participant
may be sought, misconduct, insubordination, material violation of Corporation or its Affiliate’s
policies, disclosing or misusing any confidential information or material concerning the
Corporation or any Affiliate or material breach of any employment, consulting agreement or similar
agreement; or (ii) in the case where the Participant has an employment agreement, consulting
agreement or similar agreement in effect with the Corporation or its Affiliate at the time of grant
of the Option or Restricted Stock Award that defines a termination for “cause” (or words of like
import), “cause” as defined in such agreement; provided, however, that with regard
to any agreement that defines “cause” on occurrence of or in connection with change of control,
such definition of “cause” shall not apply until a change of control actually occurs and then only
with regard to a termination thereafter.


 


 









 





“Change in Control” means: (i) the acquisition (other than from the Corporation) by
any Independent Third Party of beneficial ownership of more than fifty percent (50%) of the
outstanding voting securities of the Corporation; provided, however, a Change in Control shall not
be deemed to occur solely because more than fifty percent (50%) of the outstanding voting
securities of the Corporation is acquired by (a) a trustee or other fiduciary holding securities
under one (1) or more employee benefit plans maintained by the Corporation or any of its
Subsidiaries, or (b) any individual, corporation, partnership, limited liability company,
association, joint-stock
company, trust, unincorporated association or other entity which, immediately prior to such
acquisition, is owned directly or indirectly by the shareholders of the Corporation in the same
proportion as their ownership of the voting securities of the Corporation immediately prior to such
acquisition; (ii) a merger, consolidation or other reorganization involving the Corporation if the
shareholders of the Corporation, immediately before such merger, consolidation or other
reorganization, do not, as a result of such merger, consolidation or other reorganization, own,
directly or indirectly, more than fifty percent (50%) of the combined voting power of the then
outstanding voting securities of the entity resulting from such merger, consolidation or other
reorganization in substantially the same proportion as their ownership of the Common Stock
outstanding immediately before such merger, consolidation or other reorganization, (iii) a complete
liquidation or dissolution of the Corporation; or (iv) the sale or other disposition of all or
substantially all of the assets of the Corporation and its Subsidiaries determined on a
consolidated basis.



“Change in Control Price” means the highest of (i) if the Common Stock is traded on
the NASDAQ Stock Market or is listed on a national securities exchange, the highest reported sales
price, regular way, of a share of Common Stock in any transaction as reported on the NASDAQ Stock
Market or other national securities exchange or market on which such shares are listed, as
applicable, during the 60-day period prior to and including the date of a Change in Control; (ii)
if the Change in Control is the result of a tender or exchange offer, merger or other corporate
transaction, the highest price per share of Common Stock paid in such tender or exchange offer,
merger or other corporate transaction; and (iii) the Fair Market Value of a share of Common Stock
upon the Change in Control. To the extent that the consideration paid in any such transaction
described above consists all or in part of securities or other non-cash consideration, the value of
such securities or other non-cash consideration shall be determined in the sole discretion of the
Committee. The Participant shall receive the same form of consideration pursuant to the
transaction as holders of Common Stock, subject to the same restrictions and limitations and
indemnification obligations as the holders of Common Stock, and will execute any and all documents
required by the Committee to evidence the same.




“Code” means the Internal Revenue Code of 1986, and any amendments thereto.



“Committee” means the Board or any Committee of the Board to which the Board has
delegated any responsibility for the implementation, interpretation or administration of the Plan.




“Common Stock” means the common stock of the Corporation.



“Consultant” means (i) any person performing consulting or advisory services for the
Corporation or any Affiliate; or (ii) a director of an Affiliate.



“Continuous Service” means that the Participant’s service with the Corporation or an
Affiliate, whether as an employee, Director or Consultant, is not interrupted or terminated. A
Participant’s Continuous Service shall not be deemed to have terminated merely because of a change
in the capacity in which the Participant renders service to the Corporation or an Affiliate as an
employee, Consultant or Director or a change in the entity for which the Participant renders such
service, provided that there is no interruption or termination of the Participant’s Continuous
Service. The Participant’s Continuous Service shall be deemed to have terminated either upon an
actual termination or upon the corporation for which the Participant is performing services ceasing
to be an Affiliate of the Corporation. The Committee shall determine whether Continuous Service
shall be considered interrupted in the case of any leave of absence approved by the
Corporation, including sick leave, military leave or any other personal leave.


 


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“Corporation Law” means the general corporation law of the jurisdiction of
incorporation of the Corporation.




“Director” means a member of the Board.



“Disability” shall have the meaning provided for in Section 22(e)(3) of the Code or
any successor statute thereto.



“Eligible Person” means, as determined by the Committee, an employee of the
Corporation or an Affiliate (including a corporation that becomes an Affiliate after the adoption
of the Plan), a Director or a Consultant to the Corporation or an Affiliate (including a
corporation that becomes an Affiliate after the adoption of the Plan).




“Exchange Act” means the Securities Exchange Act of 1934, as amended.



“Fair Market Value” means, on any given date, the current fair market value of a share
of Common Stock as determined as follows:



(i) If the Common Stock is traded on The NASDAQ Stock Market or is listed on a national
securities exchange, the closing price for the day of determination as quoted on such market or
exchange which is the primary market or exchange for trading of the Common Stock or if no trading
occurs on such date, the last day on which trading occurred, or such other appropriate date as
determined by the Committee in its discretion, as reported in The Wall Street Journal or such other
source as the Committee deems reliable;



(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, its Fair Market Value shall be the mean between the high and the low asked
prices for the Common Stock for the day of determination; or



(iii) In the absence of an established market for the Common Stock, Fair Market Value shall be
determined by the Committee in good faith.



Fair Market Value shall be determined in accordance with Code Section 409A and the regulations
and other applicable guidance issued thereunder.



“Independent Third Party” means any individual, corporation, partnership, limited
liability company, association, joint-stock company, trust, unincorporated association or other
entity who does not directly or indirectly own in excess of twenty percent (20%) of the outstanding
Common Stock, who is not controlling, controlled by or under common control with any such twenty
percent (20%) owner, and who is not the spouse or descendent (by birth or adoption) of any such
twenty percent (20%) owner.



“Incentive Stock Option” means an Option (or portion thereof) intended to qualify for
special tax treatment under Section 422 of the Code.



“Listing Date” means the date on which the Corporation has a class of equity
securities registered under Section 12 of the Securities Act.


 


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“Nonqualified Stock Option” means an Option (or portion thereof) which is not intended
to or for any reason does not qualify as an Incentive Stock Option.




“Option” means any option to purchase shares of Common Stock granted under the Plan.



“Parent” means any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation if each of the corporations (other than the Corporation)
owns stock possessing at least fifty percent (50%) of the total combined voting power of all
classes of stock in one of the other corporations in such chain.



“Participant” means an Eligible Person who is selected by the Committee to receive an
Option or Restricted Stock Award and is party to a Stock Option Agreement or Restricted Stock
Agreement.




“Plan” means this International Stem Cell Corporation 2006 Equity Participation Plan.




“Restricted Stock Award” means an award of Common Stock under Section 7.1.




“Securities Act” means the Securities Act of 1933, as amended.



“Restricted Stock Agreement” means an agreement (written or electronic) between the
Corporation and a Participant setting forth the specific terms and conditions of a Restricted Stock
Award granted to the Participant under Section 7. Each Restricted Stock Agreement shall be
subject to the terms and conditions of the Plan and shall include such terms and conditions as the
Committee shall authorize.



“Stock Option Agreement” means an agreement (written or electronic) between the
Corporation and a Participant setting forth the specific terms and conditions of an Option granted
to the Participant. Each Stock Option Agreement shall be subject to the terms and conditions of
the Plan and shall include such terms and conditions as the Committee shall authorize.



“Subsidiary” means any corporation (other than the Corporation) in an unbroken chain
of corporations beginning with the Corporation if each of the corporations (other than the last
corporation in the unbroken chain) owns stock possessing at least fifty percent (50%) of the total
combined voting power of all classes of stock in one of the other corporations in such chain.



“Ten Percent Owner” means any Eligible Person owning at the time an Option or
Restricted Stock Award is granted more than ten percent (10%) of the total combined voting power of
all classes of stock of the Corporation or of an Affiliate. An individual shall be considered to
own any voting stock owned (directly or indirectly) by or for his brothers, sisters, spouse,
ancestors and lineal descendants and any voting stock owned (directly or indirectly) by or for a
corporation, partnership, estate or trust shall be considered as being owned proportionately by or
for its shareholders, partners or beneficiaries.




	3.	 	Administration.






3.1. Delegation of Administration. The Board shall serve as the Committee of the Plan
unless the Board delegates all or any portion of its authority to administer the Plan to a
Committee. To the extent not prohibited by the charter or bylaws of the Corporation, the Board may
delegate all
or a portion of its authority to administer the Plan to a Committee of the Board appointed by
the Board and constituted in compliance with the applicable Corporation Law.


 


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3.2. Powers of the Committee. Subject to the provisions of the Plan and, in the case
of a Committee appointed by the Board, the specific duties delegated to such Committee, the
Committee shall have the authority:



(i) to construe and interpret all provisions of the Plan and all Stock Option Agreements and
Restricted Stock Agreements under the Plan;



(ii) to determine the Fair Market Value of Common Stock;



(iii) to select the Eligible Persons to whom Options or Restricted Stock Awards are granted
from time to time hereunder;



(iv) to determine the number of shares of Common Stock covered by an Option or Restricted
Stock Award; determine whether an Option shall be an Incentive Stock Option or Nonqualified Stock
Option; and determine such other terms and conditions, not inconsistent with the terms of the Plan,
of each such Option or Restricted Stock Award. Such terms and conditions include, but are not
limited to, the exercise price of an Option, the purchase price of Common Stock subject to a
Restricted Stock Award, the time or times when Options or Restricted Stock Awards may be exercised
or Common Stock issued thereunder, the right of the Corporation to repurchase Common Stock issued
pursuant to the exercise of an Option or a Restricted Stock Award and other restrictions or
limitations (in addition to those contained in the Plan) on the forfeitability or transferability
of Options, Restricted Stock Awards or Common Stock issued upon exercise of an Option or pursuant
to a Restricted Stock Award. Such terms may include conditions as determined by the Committee and
need not be uniform with respect to Participants;



(v) to accelerate the time at which any Option or Restricted Stock Award may be exercised, or
the time at which a Restricted Stock Award or Common Stock issued under the Plan may become
transferable or non-forfeitable; provided that the time of exercise of any Option that is subject
to Code Section 409A may not be accelerated;



(vi) to determine whether and under what circumstances an Option may be settled in cash,
shares of Common Stock and/or other property under Section 6.1;



(vii) to amend, cancel, extend, renew, accept the surrender of, modify or accelerate the
vesting of or lapse of restrictions on all or any portion of an outstanding Option or Restricted
Stock Award and reduce the exercise price of any Option, provided that any action taken pursuant to
this Section 3.2(vii) with respect to an Option shall be taken only to the extent that such
action would not violate Code Section 409A or prevent the Plan or the Option from qualifying for an
exemption under Code Section 409A. Except as specifically permitted by the Plan, Stock Option
Agreement or Restricted Stock Agreement or as required to comply with applicable law, regulation or
rule, no amendment, cancellation or modification shall, without a Participant’s consent, adversely
affect any rights of the Participant; provided, however, that an amendment or
modification that may cause an Incentive Stock Option to become a Nonqualified Stock Option shall
not be treated as adversely affecting the rights of the Participant; and


 


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(viii) to prescribe the form of Stock Option Agreements and Restricted Stock Agreements; to
adopt policies and procedures for the exercise of Options and Restricted Stock
Awards, including the satisfaction of withholding obligations, and the authority to adopt,
amend, and rescind policies and procedures pertaining to the administration of the Plan and make
all other determinations necessary or advisable for the administration of the Plan.



The express grant in the Plan of any specific power to the Committee shall not be construed as
limiting any power or authority of the Committee; provided, however, that a
Committee of the Board may not exercise any right or power reserved to the Board. Any decision
made, or action taken, by the Committee or in connection with the administration of the Plan shall
be final, conclusive and binding on all persons having an interest in the Plan.



3.3. Administration When Common Stock is Publicly Traded. On and following the
Listing Date the Committee authorized by the Board to administer the Plan shall, if so determined
by the Board, consist of solely two (2) or more Non-Employee Directors (within the meaning of Rule
16b-3 under the Exchange Act) and/or two (2) or more persons who qualify as Outside Directors
(within the meaning of Treasury Regulations under Section 162(m) of the Code); provided,
however, that the Board may delegate administrative authority with respect to Eligible
Persons who are not subject to Section 16 of the Exchange Act to a committee of other than
Non-Employee Directors and/or to a committee of other than Outside Directors if either the Board
decides not to comply with Section 162(m) or such authority is limited to Eligible Persons who are
not then and are not reasonably expected to become Covered Employees (within the meaning of Section
162(m) of the Code).




	4.	 	Eligibility.






4.1. Eligibility for Awards. Nonqualified Stock Options and Restricted Stock Awards
may be granted to any Eligible Person selected by the Committee. Incentive Stock Options may be
granted only to employees of the Corporation or a Parent or Subsidiary.



4.2. Eligibility of Consultants. A Consultant shall be an Eligible Person only if the
offer or sale of the Corporation’s securities would be exempt from registration under Rule 701
under the Securities Act prior to the date the Corporation is required to file reports under
Section 13 or 15(d) of the Exchange Act, or eligible for registration on Form S-8 Registration
Statement, on and following the date the Corporation is required to file reports under Section 13
or 15(d) of the Exchange Act, because, in either case, of the identity and nature of the service
provided by such person, unless the Corporation determines that an offer or sale of the
Corporation’s securities to such person satisfies another exemption from registration under the
Securities Act and complies with the security laws of all other jurisdictions applicable to such
offer or sale.



4.3. Limitation on Individual Awards. Following the effective date of this Section as
provided below and subject to adjustment in accordance with Section 8 of the Plan, no
employee shall during any calendar year be granted Options or Restricted Stock Awards for more than
Five Million (5,000,000) shares of Common Stock. The limitation of this Section 4.3 shall
apply following the Listing Date and upon the earlier of (i) a material modification of the Plan;
(ii) the first meeting of shareholders at which directors are elected and which occurs after the
close of the third (3rd) calendar year following the calendar year during which occurs
the first registration of the Corporation’s equity securities under Section 12 of the Securities
Act; or (iii) such date as is required to comply with Section 162(m) of the Code and regulations
thereunder.


 


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4.4. Substitute Awards. The Committee may make Restricted Stock Awards and may grant
Options under the Plan by assumption, substitution or replacement of performance shares,
phantom shares, stock awards, stock options, stock appreciation rights or similar awards
granted by another company (including an Affiliate), if such assumption, substitution or
replacement is in connection with an asset acquisition, merger, consolidation or similar
transaction involving the Corporation (and/or its Affiliate) and such other company (and/or its
affiliate). Notwithstanding any provision of the Plan (other than the maximum number of shares of
Common Stock that may be issued under the Plan), the terms of such assumed, substituted or replaced
Restricted Stock Awards or Options shall be as the Committee, in its discretion, determines is
appropriate.




	5.	 	Common Stock Subject to Plan.






5.1. Share Reserve. Subject to adjustment as provided in Section 8, the
maximum aggregate number of shares of Common Stock that may be (i) issued under the Plan pursuant
to the exercise of Options; and (ii) issued pursuant to Restricted Stock Awards is Fifteen Million
(15,000,000) shares. At no time shall the total number of securities issuable upon the exercise of
all outstanding options and the total number of shares provided for under any stock bonus or
similar plan or agreement of the Corporation exceed the applicable percentage as calculated in
accordance with the conditions and exclusions of Reg. 260.140.45 of the California Code of
Regulations, based on the securities of the Corporation which are outstanding at the time the
calculation is made.



5.2. Reversion of Shares. If an Option or Restricted Stock Award is terminated,
expires or becomes unexercisable, in whole or in part, for any reason, the unissued or unpurchased
shares of Common Stock which were subject thereto shall become available for future grant under the
Plan. Shares of Common Stock that have been actually issued under the Plan shall not be returned
to the share reserve for future grants under the Plan, except that shares of Common Stock issued
pursuant to a Restricted Stock Award which are repurchased by the Corporation at the original
purchase price of such shares shall be returned to the share reserve for future grant under the
Plan.



5.3. Source of Shares. Common Stock issued under the Plan may be shares of authorized
and unissued Common Stock or shares of previously issued Common Stock that have been reacquired by
the Corporation.




	6.	 	Options.






6.1. Award. In accordance with the provisions of Section 4 above, the Committee shall
designate each Eligible Person to whom an Option is to be granted and shall specify the number of
shares of Common Stock covered by such Option. The Stock Option Agreement shall specify whether
the Option is an Incentive Stock Option or Nonqualified Stock Option, the vesting schedule
applicable to such Option and any other terms of such Option. No Option that is intended to be an
Incentive Stock Option shall be invalid for failure to qualify as an Incentive Stock Option.



6.2. Option Price. The exercise price per share for Common Stock subject to an Option
shall be determined by the Committee, but shall comply with the following:



(i) Unless otherwise determined by the Committee, the exercise price per share for Common
Stock subject to a Nonqualified Stock Option:



(a) granted to a Participant who is deemed to be a Ten Percent Owner on the date such option
is granted, shall not be less than one hundred ten percent (110%) of the Fair Market Value on the
date of grant; and


 


- 7 -









 





(b) granted to any other Participant, shall not be less than one hundred percent (100%) of the
Fair Market Value on the date of grant.




(ii) The exercise price per share for Common Stock subject to an Incentive Stock Option:



(a) granted to a Participant who is deemed to be a Ten Percent Owner on the date such option
is granted, shall not be less than one hundred ten percent (110%) of the Fair Market Value on the
date of grant; and



(b) granted to any other Participant, shall not be less than one hundred percent (100%) of the
Fair Market Value on the date of grant.



6.3. Maximum Option Period. The maximum period during which an Option may be
exercised shall be determined by the Committee on the date of grant, except that no Option shall be
exercisable after the expiration of ten years from the date such Option was granted. In the case
of an Incentive Stock Option that is granted to a Participant who is or is deemed to be a Ten
Percent Owner on the date of grant, such Option shall not be exercisable after the expiration of
five years from the date of grant. The terms of any Option may provide that it is exercisable for
a period less than such maximum period.



6.4. Maximum Value of Options which are Incentive Stock Options. To the extent that
the aggregate Fair Market Value of the Common Stock with respect to which Incentive Stock Options
granted to any person are exercisable for the first time during any calendar year (under all stock
option plans of the Corporation or any of its Affiliates) exceeds One Hundred Thousand Dollars
($100,000) (or such other amount provided in Section 422 of the Code), the Options are not
Incentive Stock Options. For purposes of this Section 6.4, the Fair Market Value of the
Common Stock shall be determined as of the time the Incentive Stock Option with respect to the
Common Stock is granted. This Section 6.4 shall be applied by taking Incentive Stock
Options into account in the order in which they are granted.



6.5. Nontransferability. Options granted under the Plan which are intended to be
Incentive Stock Options shall be nontransferable except by will or by the laws of descent and
distribution and during the lifetime of the Participant shall be exercisable by only the
Participant to whom the Incentive Stock Option is granted. Nonqualified Stock Options granted
under the Plan shall be nontransferable except by will or by the laws of descent and distribution
or, if the Stock Option Agreement so provides or the Committee so approves, as permitted by Rule
701 of the Securities Act, with respect to transfers by a Participant to the Participant’s family
members, provided, however, that the Participant may not receive any consideration for the
transfer. The holder of an Option transferred pursuant to this Section 6.5 shall be bound
by the same terms and conditions that governed the Option during the period that it was held by the
Participant. Except to the extent transferability of a Nonqualified Stock Option is provided for
in the Stock Option Agreement or is approved by the Committee, during the lifetime of the
Participant to whom the Nonqualified Stock Option is granted, such Option may be exercised only by
the Participant. No right or interest of a Participant in any Option shall be liable for, or
subject to, any lien, obligation, or liability of such Participant.


 


- 8 -









 





6.6. Vesting and Termination of Continuous Service. The following rules shall apply:



(i) Options shall vest as provided in the Stock Option Agreement, provided that Options
granted to Eligible Persons other than officers, Directors and Consultants shall vest at a rate of
at least twenty percent (20%) per year over five (5) years from the date the Option is granted
subject to reasonable conditions such as continued employment. An Option shall be exercisable only
to the extent that it is vested on the date of exercise. Except as provided in the Stock Option
Agreement, vesting of an Option shall cease on the date of the Participant’s termination of
Continuous Service and the Option shall be exercisable only to the extent the Option is vested on
the date of termination of Continuous Service;



(ii) If the Participant’s termination of Continuous Service is due to death or Disability, the
Participant may exercise the Option as set forth in the Stock Option Agreement, provided that the
right to exercise the Option (to the extent vested) shall expire six (6) months after the date of
the Participant’s termination of Continuous Service, but in no event later than the tenth (10th)
anniversary of the effective date of the Stock Option Agreement. Until the expiration date, the
Participant’s heirs, legatees or legal representative may exercise the Option, except to the extent
the Option was previously transferred pursuant to Section 6.5;



(iii) If the Participant’s termination of Continuous Service is an involuntary termination by
the Corporation without Cause, or a voluntary termination by the Participant with Cause, the
Participant may exercise the vested portion of the Option as set forth in the Stock Option
Agreement, provided that the right to exercise the Option (to the extent that it is vested) shall
expire ninety (90) days after the date of the Participant’s termination of Continuous Service, but
in no event later than the tenth (10th) anniversary of the effective date of the Stock Option
Agreement. If the Participant’s termination of Continuous Service is an involuntary termination
without Cause or a voluntary termination with cause, and the Participant dies after his or her
termination of Continuous Service but before the right to exercise the Option has expired, the
right to exercise the Option (to the extent vested) shall expire six (6) months after the date of
the Participant’s termination of Continuous Service, but in no event later than the tenth (10th)
anniversary of the effective date of the Stock Option Agreement, and, until expiration, the
Participant’s heirs, legatees or legal representative may exercise the Option, except to the extent
the Option was previously transferred pursuant to Section 6.5; and



(iv) Unless otherwise provided in the Stock Option Agreement, if the Participant’s termination
of Continuous Service is: (a) for Cause by the Corporation; (2) voluntary by the Participant
without Cause; or (3) voluntary by the Participant after an event which would be grounds for
termination by the Corporation of the Participant’s Continuous Service for Cause, then the right to
exercise the Option shall expire as of the date of the Participant’s termination of Continuous
Service.



6.7. Exercise. An Option shall be exercised by completion, execution and delivery of
a notice of exercise (written or electronic) to the Corporation which states: (i) the Option
holder’s intent to exercise the Option; (ii) the number of shares of Common Stock with respect to
which the Option is being exercised; (iii) such other representations and agreements as may be
required by the Corporation; and (iv) the method for satisfying any applicable tax withholding as
provided in Section 9. Such notice of exercise shall be provided on such form or by such
method as the Committee may designate, and payment of the exercise price shall be made in
accordance with Section 6.8. Subject to the provisions of the Plan and the applicable
Stock Option Agreement, an Option may be
exercised to the extent vested in whole at any time or in part from time to time at such times
and in compliance with such requirements as the Committee shall determine. A partial exercise of
an Option shall not affect the right to exercise the Option from time to time in accordance with
the Plan and the applicable Stock Option Agreement with respect to the remaining shares subject to
the Option. An Option may not be exercised with respect to fractional shares of Common Stock.


 


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6.8. Payment. Unless otherwise provided by the Stock Option Agreement, payment of the
exercise price for an Option shall be made in cash or a cash equivalent acceptable to the
Committee. With the consent of the Committee, payment of all or part of the exercise price of an
Option may also be made (i) by surrendering shares of Common Stock to the Corporation that have
been held for at least six (6) months prior to the date of exercise; (ii) with a full-recourse
promissory note until such time as the Corporation has a class of equity securities registered
under Section 12 of the Securities Act; (iii) if the Common Stock is traded on an established
securities market, the Committee may approve payment of the exercise price by a broker-dealer or by
the Option holder with cash advanced by the broker-dealer if the exercise notice is accompanied by
the Option holder’s written irrevocable instructions to deliver the Common Stock acquired upon
exercise of the Option to the broker-dealer; or (iv) any other method acceptable to the Committee
and in compliance with applicable laws. If Common Stock is used to pay all or part of the exercise
price, the sum of the cash or cash equivalent and the Fair Market Value (determined as of the date
of exercise) of the shares surrendered must not be less than the Option price of the shares for
which the Option is being exercised. If all or part of the exercise price is to be paid with a
full-recourse promissory note, the shares received upon exercise of the Option shall be pledged as
security for payment of the principal amount of the promissory note and interest thereon and the
interest rate payable under the terms of the promissory note shall not be less than the minimum
rate (if any) required to avoid the imputation of additional interest under the Code. Subject to
the foregoing, the Committee (at its sole discretion) shall specify the term, interest rate,
amortization requirements (if any) and other provisions of such note.



6.9. Buyout Provisions. The Committee may at any time offer to buy out an Option
previously granted for a payment in cash, shares of Common Stock or other property. Such buyout
offer shall be on such terms and conditions as the Committee shall determine.



6.10. Shareholder Rights. No Participant shall have any rights as a shareholder with
respect to shares subject to an Option until the date of exercise of such Option and the
certificate for shares of Common Stock to be received on exercise of such Option has been issued by
the Corporation. Voting rights of Common Stock issued pursuant to the Plan shall comply with Reg.
260.140.1 of the California Code of Regulations.



6.11. Disposition and Stock Certificate Legends for Incentive Stock Option Shares. A
Participant shall notify the Corporation of any sale or other disposition of Common Stock acquired
pursuant to an Incentive Stock Option if such sale or disposition occurs (i) within two (2) years
of the grant of an Option; or (ii) within one (1) year of the issuance of the Common Stock to the
Participant. Such notice shall be in writing and directed to the Secretary of the Corporation.
The Corporation may require that certificates evidencing shares of Common Stock purchased upon the
exercise of an Incentive Stock Option issued under the Plan be endorsed with a legend in
substantially the following form:


 


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THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR
TRANSFERRED PRIOR TO ___, 20___, IN THE ABSENCE OF A WRITTEN
STATEMENT FROM THE CORPORATION TO THE EFFECT THAT THE CORPORATION IS
AWARE OF THE FACTS OF SUCH SALE OR TRANSFER.



The blank lines contained in this legend shall be filled in with the date that is the later of
(i) one (1) year and one (1) day after the date of the exercise of such Incentive Stock Option; or
(ii) two (2) years and one (1) day after the grant of such Incentive Stock Option.




	7.	 	Restricted Stock Awards.






7.1. Restricted Stock Awards. Each Restricted Stock Agreement for a Restricted Stock
Award shall be in such form and shall contain such terms and conditions as the Committee shall deem
appropriate. The terms and conditions of the Restricted Stock Agreements for Restricted Stock
Awards may change from time to time, and the terms and conditions of separate Restricted Stock
Awards need not be identical, but each Restricted Stock Award shall include (through incorporation
of the provisions hereof by references in the agreement or otherwise), unless the Committee
otherwise provides, the substance of each of the following provisions.



(i) Purchase Price. Unless otherwise determined by the Committee, the purchase price
of Restricted Stock Awards:



(a) granted to a Participant who is deemed to be a Ten Percent Owner on the date of granted,
shall be one hundred percent (100%) of the Fair Market Value either on the date of grant (if the
Restricted Stock Award is an outright grant to the Participant) or at the time the purchase is
consummated (if the Restricted Stock Award requires the Participation to purchase the shares
subject to the Restricted Stock Award); and



(b) granted to any other Participant, shall not be less than eighty-five percent (85%) of the
Fair Market Value on the date of grant (if the Restricted Stock Award in an outright grant to the
Participant) or at the time the purchase is consummated (if the Restricted Stock Award requires the
Participant to purchase the shares subject to the Restricted Stock Award).



(ii) Consideration. The purchase price of Common Stock acquired pursuant to the
Restricted Stock Award shall be paid either (a) in cash at the time of purchase; (b) at the
discretion of the Committee, according to a deferred payment or other similar arrangement with the
Participant; or (c) in any other form of legal consideration that may be acceptable to the
Committee in its discretion.



(iii) Vesting. Shares of Common Stock acquired under a Restricted Stock Award may,
but need not, be subject to a vesting schedule and may, but need not, be subject to a share
repurchase option in favor of the Corporation as determined by the Committee.



(iv) Participant’s Termination of Service. In the event of a Participant’s
termination of Continuous Service, the Corporation may repurchase or otherwise reacquire any or all
of the shares of Common Stock held by the Participant which have not vested as of the date of
termination under the terms of the Restricted Stock Agreement for such Restricted Stock Award,
subject to Section 11.1.


 


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(v) Nontransferability. Rights to acquire shares of Common Stock under a Restricted
Stock Award shall be nontransferable except by will or by the laws of descent and distribution or,
if the Restricted Stock Agreement so provides or the Committee so approves, as permitted by Rule
701 of the Securities Act, with respect to transfers by a Participant to the Participant’s family
members; provided, however, that the Participant may not receive any consideration for the
transfer.




	8.	 	Changes in Capital Structure and Change in Control.






8.1. No Limitations of Rights. The existence of outstanding Options or Restricted
Stock Awards shall not affect in any way the right or power of the Corporation or its shareholders
to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in
the Corporation’s capital structure or its business, or any merger or consolidation of the
Corporation, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.



8.2. Changes in Capitalization. If the Corporation effects a subdivision or
consolidation of shares or other capital readjustment, the payment of a stock dividend or other
increase or reduction of the number of shares of the Common Stock outstanding, or a combination,
reclassification or other distribution of shares, without receiving consideration therefor in
money, services or property, then (i) the number, class, and per share price of shares of Common
Stock subject to outstanding Options and Restricted Stock Awards hereunder; and (ii) the number and
class of shares then reserved for issuance under the Plan and the maximum number of shares for
which awards may be granted to a Participant during a specified time period shall be appropriately
and proportionately adjusted. The conversion of convertible securities of the Corporation shall
not be treated as having been effected “without receiving consideration.” No substitution or
adjustment made pursuant to this Section 8.2 shall be made to the extent that such
substitution or adjustment would violate Code Section 409A or prevent the Plan from qualifying from
exemption under Code Section 409A. The Committee shall make such adjustments, and its
determinations shall be final, binding and conclusive.



8.3. Change in Control. Notwithstanding any other provision of the Plan to the
contrary, except to the extent otherwise provided in an agreement granting an Option or a
Restricted Stock Award, in the event of a Change in Control:



(i) The Committee shall have the discretion to accelerate the vesting of any Options and
Restricted Stock Awards outstanding, but not fully vested and exercisable as of the date of such
Change in Control, to the extent it deems appropriate;



(ii) The Committee shall have the discretion to remove all restrictions applicable to any
outstanding Restricted Stock Awards, the effect of which shall be that the Common Stock relating to
such Restricted Stock Awards shall become fully vested and transferable;



(iii) The Committee shall have the discretion to terminate any outstanding repurchase rights
of the Corporation with respect to any outstanding Options and Restricted Stock Awards; and


 


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(iv) Outstanding Options and Restricted Stock Awards shall be subject to any agreement of
merger or reorganization that effects such Change in Control, which agreement shall provide for:



(a) The continuation of the outstanding Options and Restricted Stock Awards by the
Corporation, if the Corporation is a surviving corporation;



(b) The assumption of the outstanding Options and Restricted Stock Awards by the surviving
corporation or its parent or subsidiary;



(c) The substitution by the surviving corporation or its parent or subsidiary of equivalent
awards for the outstanding Options and Restricted Stock Awards; or



(d) Settlement of each share of Common Stock subject to an outstanding Option or Restricted
Stock Award for the Change in Control Price (less, to the extent applicable, the per share exercise
price), or, if the per share exercise price equals or exceeds the Change in Control Price, the
outstanding Option or Restricted Stock Award, as applicable, shall terminate and be canceled.



(v) In the absence of any agreement of merger or reorganization effecting such Change in
Control, each share of Common Stock subject to an outstanding Option or Restricted Stock Award
shall be settled for the Change in Control Price (less, to the extent applicable, the per share
exercise price), or, if the per share exercise price equals or exceeds the Change in Control Price,
the outstanding Option or Restricted Stock Award shall terminate and be canceled.



No substitution or adjustment made pursuant to this Section 8.3 shall be made to the
extent that such substitution or adjustment would violate Code Section 409A or prevent the Plan
from qualifying from exemption under Code Section 409A.



8.4. Limitation on Adjustment. Except as previously expressly provided, neither the
issuance by the Corporation of shares of stock of any class, or securities convertible into shares
of stock of any class, for cash or property, or for labor or services either upon direct sale or
upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or
obligations of the Corporation convertible into such shares or other securities, nor the increase
or decrease of the number of authorized shares of stock, nor the addition or deletion of classes of
stock, shall affect, and no adjustment by reason thereof shall be made with respect to, the number,
class or price of shares of Common Stock then subject to outstanding Options or Restricted Stock
Awards. No adjustment made pursuant to this Section 8.4 shall be made to the extent that
such adjustment would violate Code Section 409A or prevent the Plan from qualifying from exemption
under Code Section 409A.


 


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	9.	 	Withholding of Taxes.






The Corporation shall have the right, before any certificate for any Common Stock is
delivered, to deduct or withhold from any payment owed to a Participant any amount that is
necessary in order to satisfy any withholding requirement that the Corporation in good faith
believes is imposed upon it in connection with federal, state, or local taxes, including transfer
taxes, as a result of the issuance of, or lapse of restrictions on, such Common Stock, or otherwise
require such
Participant to make provision for payment of any such withholding amount. Subject to such
conditions as may be established by the Committee, the Committee may permit a Participant to (i)
have Common Stock otherwise issuable under an Option or Restricted Stock Award withheld to the
extent necessary to comply with minimum statutory withholding rate requirements for supplemental
income; (ii) tender back to the Corporation shares of Common Stock received pursuant to an Option
or Restricted Stock Award to the extent necessary to comply with minimum statutory withholding rate
requirements for supplemental income; (iii) deliver to the Corporation previously acquired Common
Stock; (iv) have funds withheld from payments of wages, salary or other cash compensation due the
Participant; or (v) pay the Corporation in cash, in order to satisfy part or all of the obligations
for any taxes required to be withheld or otherwise deducted and paid by the Corporation with
respect to the Option or Restricted Stock Award.




	10.	 	Compliance with Law and Approval of Regulatory Bodies.






10.1. General Requirements. No Option or Restricted Stock Award shall be exercisable,
no Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered, and
no payment shall be made under the Plan except in compliance with all applicable federal and state
laws and regulations (including, without limitation, withholding tax requirements), any listing
agreement to which the Corporation is a party, and the rules of all domestic stock exchanges or
quotation systems on which the Corporation’s shares may be listed. The Corporation shall have the
right to rely on an opinion of its counsel as to such compliance. Any share certificate issued to
evidence Common Stock when a Restricted Stock Award is granted or for which an Option or Restricted
Stock Award is exercised may bear such legends and statements as the Committee may deem advisable
to ensure compliance with federal and state laws and regulations. No Option or Restricted Stock
Award shall be exercisable, no Restricted Stock Award shall be granted, no Common Stock shall be
issued, no certificate for shares shall be delivered, and no payment shall be made under the Plan
until the Corporation has obtained such consent or approval as the Committee may deem advisable
from regulatory bodies having jurisdiction over such matters.



10.2. Participant Representations. The Committee may require that a Participant, as a
condition to receipt of a particular award, execute and deliver to the Corporation a written
statement, in form satisfactory to the Committee, in which the Participant represents and warrants
that the shares are being acquired for such person’s own account, for investment only and not with
a view to the resale or distribution thereof. The Participant shall, at the request of the
Committee, be required to represent and warrant in writing that any subsequent resale or
distribution of shares of Common Stock by the Participant shall be made only pursuant to either (i)
a registration statement on an appropriate form under the Securities Act, which registration
statement has become effective and is current with regard to the shares being sold; or (ii) a
specific exemption from the registration requirements of the Securities Act, but in claiming such
exemption the Participant shall, prior to any offer of sale or sale of such shares, obtain a prior
favorable written opinion of counsel, in form and substance satisfactory to counsel for the
Corporation, as to the application of such exemption thereto.


 


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	11.	 	General Provisions.






11.1. Corporation Repurchase Rights. If the Committee provides for a right of the
Corporation to repurchase shares of Common Stock issued under the Plan to a Participant other than
an officer, Director or Consultant, the Corporation may exercise such right as set forth in the
Stock Option Agreement or Restricted Stock Agreement, provided, however, that such
repurchase
right shall provide (i) that the Common Stock is to be repurchased for its Fair Market Value
on the date of termination of Continuous Service and the repurchase right terminates when the
Common Stock becomes publicly traded; or (ii) that the repurchase is at the original purchase price
for the shares of Common Stock, provided that the right to repurchase lapses at a rate of at least
twenty percent (20%) of the shares per year over five (5) years from the date the right to acquire
the shares was granted (without respect to the date the Option was exercised or became
exercisable). In either case, the right to repurchase the shares of Common Stock may be exercised
for cash or cancellation of purchase money indebtedness for the shares within ninety (90) days of
the Participant’s termination of Continuous Service (or in the case of shares issued upon exercise
of Options after termination of Continuous Service, within ninety (90) days after the exercise).
In addition to the restrictions set forth in this Section 11.1, the securities held by an
officer, director or consultant of the Corporation or an Affiliate may be subject to additional or
greater restrictions.



11.2. Information to Participants. The Corporation shall provide to each Participant
and to any other individual who acquires shares of Common Stock under the Plan, not less frequently
than annually during the period such Participant has an Option or Restricted Stock Award
outstanding under the Plan, and, in the case of an individual who acquires Common Stock pursuant to
the Plan, during the period such individual owns such Common Stock, copies of annual financial
statements for the Corporation. The Corporation shall not be required to provide such statements
to key employees where duties in connection with the Corporation ensure their access to equivalent
information.



11.3. Effect on Employment and Service. None of the adoption of the Plan, its
operation, or any documents describing or referring to the Plan (or any part thereof) shall (i)
confer upon any individual any right to continue in the employ or service of the Corporation or an
Affiliate; (ii) in any way affect any right and power of the Corporation or an Affiliate to change
an individual’s duties or terminate the employment or service of any individual at any time with or
without assigning a reason therefor; or (iii) except to the extent the Committee grants an Option
or Restricted Stock Award to such individual, confer on any individual the right to participate in
the benefits of the Plan.



11.4. Use of Proceeds. The proceeds received by the Corporation from the sale of
Common Stock pursuant to the Plan shall be used for general corporate purposes.



11.5. Unfunded Plan. The Plan, insofar as it provides for grants, shall be unfunded,
and the Corporation shall not be required to segregate any assets that may at any time be
represented by grants under the Plan. Any liability of the Corporation to any person with respect
to any grant under the Plan shall be based solely upon any contractual obligations that may be
created pursuant to the Plan. No such obligation of the Corporation shall be deemed to be secured
by any pledge of, or other encumbrance on, any property of the Corporation.



11.6. Rules of Construction. Headings are given to the Sections of the Plan solely as
a convenience to facilitate reference. The reference to any statute, regulation, or other
provision of law shall be construed to refer to any amendment to or successor of such provision of
law.



11.7. Choice of Law. The Plan and all Stock Option Agreements and Restricted Stock
Agreements entered into under the Plan shall be interpreted under the laws of the State of
California, without regard to any conflict of laws.


 


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	12.	 	Amendment and Termination.






The Board may amend or terminate the Plan from time to time; provided, however, that
shareholder approval shall be required for any amendment that (i) increases the aggregate number of
shares of Common Stock that may be issued under the Plan; or (ii) changes the class of employees
eligible to receive Incentive Stock Options. Except as specifically permitted by the Plan, Stock
Option Agreement or Restricted Stock Agreement or as required to comply with applicable law,
regulation or rule, no amendment shall, without a Participant’s consent, adversely affect any
rights of such Participant under any Option or Restricted Stock Award outstanding at the time such
amendment is made; provided, however, that an amendment that may cause an Incentive
Stock Option to become a Nonqualified Stock Option shall not be treated as adversely affecting the
rights of the Participant. Any increase in the aggregate number of shares of Common Stock
available under Plan or change in class of employees eligible to receive Incentive Stock Options
shall be approved by the shareholders of the Corporation within twelve (12) months of the date such
amendment is adopted by the Board.



No Option or Restricted Stock Award granted pursuant to this Plan is intended to constitute
“deferred compensation” as defined in Code Section 409A, and the Plan and the terms of all Options
and Restricted Stock Awards shall be interpreted accordingly. If any provision of the Plan, an
Option or a Restricted stock Award contravenes any regulations or Treasury guidance issued under
Code Section 409A, such provision shall be modified to maintain, to the maximum extent practicable,
the original intent of the applicable provision without triggering the penalties and interest under
Code Section 409A.




	13.	 	Effective Date of Plan, Duration of Plan.






13.1.
The Plan became effective as of November 17, 2006, upon adoption by the Board, subject to
approval within twelve (12) months by the shareholders holding of a majority of the shares of
Common Stock entitled to vote thereon. Unless and until the Plan has been approved by the
shareholders of the Corporation, no Option or Restricted Stock Award may be exercised. In the
event that the shareholders of the Corporation do not approve the Plan within such twelve (12)
month period, the Plan and any previously granted Option or Restricted Stock Award shall terminate.



13.2. Unless previously terminated, the Plan shall terminate ten (10) years after the earlier
of (i) the date the Plan is adopted by the Board; or (ii) the date the Plan is approved by the
shareholders, except that Options and Restricted Stock Awards that are granted under the Plan prior
to its termination shall continue to be administered under the terms of the Plan until the Options
and Restricted Stock Awards terminate or are exercised.



	 	 	 	 	 
	 	INTERNATIONAL STEM CELL CORPORATION

 	 
	  	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	President	 
	 
	  	Date:  	 	 




 


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