Document

Exhibit 10.2

			
	


PUBMATIC, INC.
2006 STOCK OPTION PLAN
Adopted by the Board on November 23, 2006 
Approved by the Stockholders on November 24, 2006
Amended and Restated Effective as of November 25, 2008 
Amended and Restated Effective as of March 26, 2010 
Amended and Restated Effective as of May 17, 2011 
Amended and Restated Effective as of October 11, 2011 
Amended and Restated Effective as of January 6, 2012 
Amended and Restated Effective as of May 14, 2012 
Amended and Restated Effective as of February 19, 2014 
Amended and Restated Effective as of June 18, 2014 
Amended and Restated Effective as of February 17, 2015
			
	











Table of Contents
												
				Page
				
	SECTION 1.		PURPOSE.
	1

				
	SECTION 2.		DEFINITIONS.
	1

				
	2.1		“Board”
	1

	2.2		“Change in Control”
	1

	2.3		“Code”
	2

	2.4		“Committee”
	2

	2.5		“Company”
	2

	2.6		“Consultant”
	2

	2.7		“Disability”
	2

	2.8		“Employee”
	2

	2.9		“Exchange Act”
	2

	2.10		“Exercise Price”
	2

	2.11		“Fair Market Value”
	2

	2.12		“ISO”
	2

	2.13		“NSO”
	2

	2.14		“Option”
	2

	2.15		“Optionee”
	2

	2.16		“Outside Director”
	2

	2.17		“Parent”
	2

	2.18		“Plan”
	2

	2.19		“Purchase Price”
	2

	2.20		“Purchaser”
	2

	2.21		“Restricted Share Agreement”
	3

	2.22		“Securities Act”
	3

	2.23		“Service”
	3

	2.24		“Share”
	3

	2.25		“Stock”
	3

	2.26		“Stock Option Agreement”
	3

	2.27		“Subsidiary”
	3

	2.28		“Ten-Percent Stockholder”
	3

				
	SECTION 3.		ADMINISTRATION.
	3

				
	3.1		General Rule
	3

	3.2		Board Authority and Responsibility
	3

				
	SECTION 4.		ELIGIBILITY.
	3

				


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	4.1		General Rule
	3

				
	SECTION 5.		STOCK SUBJECT TO PLAN.
	4

				
	5.1		Share Limit
	4

	5.2		Additional Shares
	4

				
	SECTION 6.		RESTRICTED SHARES.
	4

				
	6.1		Restricted Share Agreement
	4

	6.2		Duration of Offers and Nontransferability of Purchase Rights
	4

	6.3		Purchase Price
	4

	6.4		Repurchase Rights and Transfer Restrictions
	4

				
	SECTION 7.		STOCK OPTIONS.
	4

				
	7.1		Stock Option Agreement
	4

	7.2		Number of Shares; Kind of Option
	4

	7.3		Exercise Price
	5

	7.4		Term
	5

	7.5		Exercisability
	5

	7.6		Repurchase Rights and Transfer Restrictions
	5

	7.7		Transferability of Options
	5

	7.8		Exercise of Options on Termination of Service
	5

	7.9		No Rights as a Stockholder
	6

	7.10		Modification, Extension and Renewal of Options
	6

				
	SECTION 8.		PAYMENT FOR SHARES.
	6

				
	8.1		General
	6

	8.2		Surrender of Stock
	6

	8.3		Services Rendered
	6

	8.4		Promissory Notes
	6

	8.5		Exercise/Sale
	6

	8.6		Exercise/Pledge
	7

	8.7		Other Forms of Payment
	7

				
	SECTION 9.		ADJUSTMENT OF SHARES.
	7

				
	9.1		General
	7

	9.2		Dissolution or Liquidation
	7

	9.3		Mergers and Consolidations
	7

	9.4		Reservation of Rights
	7

				
	SECTION 10.		REPURCHASE RIGHTS.
	8

				


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	10.1		Company’s Right To Repurchase Shares
	8

				
	SECTION 11.		WITHHOLDING TAXES.
	8

				
	11.1		General
	8

	11.2		Share Withholding
	8

	11.3		Cashless Exercise/Pledge
	8

	11.4		Other Forms of Payment
	8

				
	SECTION 12.		SECURITIES LAW REQUIREMENTS.
	8

				
	12.1		General
	8

	12.2		Voting and Dividend Rights
	8

	12.3		Financial Reports
	8
				
	SECTION 13.		NO RETENTION RIGHTS.
	9

	SECTION 14.		DURATION AND AMENDMENTS.
	9

				
	14.1		Term of the Plan
	9

	14.2		Right to Amend or Terminate the Plan
	9

	14.3		Effect of Amendment or Termination
	9

				
	SECTION 15.		ADDENDA.
	9



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PUBMATIC, INC.
2006 STOCK OPTION PLAN
AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 17, 2015
SECTION 1.PURPOSE.
The Plan was adopted by the Board of Directors effective as of November 23, 2006 and was amended and restated effective as of February 17, 2015. The purpose of the Plan is to offer selected service providers the opportunity to acquire equity in the Company through awards of Options (which may constitute incentive stock options or nonstatutory stock options) and the award or sale of Shares.
SECTION 2.DEFINITIONS.
2.1“Board”  shall mean the Board of Directors of the Company, as constituted from time to time.
2.2“Change in Control”  shall mean the occurrence of any of the following events:
(a)The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization fifty percent (50%) or more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity;
(b)The consummation of the sale, transfer or other disposition of all or substantially all of the Company’s assets or the stockholders of the Company approve a plan of complete liquidation of the Company; or
(c)Any “person” (as defined below) who, by the acquisition or aggregation of securities, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the “Base Capital Stock”); except that any change in the relative beneficial ownership of the Company’s securities by any person resulting solely from a reduction in the aggregate number of outstanding shares of Base Capital Stock, and any decrease thereafter in such person’s ownership of securities, shall be disregarded until such person increases in any manner, directly or indirectly, such person’s beneficial ownership of any securities of the Company.
For purposes of Section 2.2(c), the term “person” shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude (1) a trustee or other fiduciary holding securities under an employee benefit plan maintained by the Company or a Parent or Subsidiary and (2) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the Stock.
Notwithstanding the foregoing, the term “Change in Control” shall not include a transaction the sole purpose of which is (a) to change the state of the Company’s incorporation, (b) to form a holding company that will be owned in substantially the same proportions by the persons who held the Company’ s securities immediately before such transaction; or (c) to make an initial public offering of the Company’s Stock.
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2.3“Code”  shall mean the Internal Revenue Code of 1986, as amended.
2.4“Committee”  shall mean the committee designated by the Board, which is authorized to administer the Plan, as described in Section 3 hereof.
2.5“Company”  shall mean PubMatic, Inc. a Delaware corporation.
2.6“Consultant”  shall mean a consultant or advisor who is not an Employee or Outside Director and who performs bona fide services for the Company, a Parent or Subsidiary.
2.7“Disability”  shall mean a condition that renders an individual unable to engage in substantial gainful activity by reason of any medically determinable physical or mental impairment.
2.8“Employee”  shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary and who is an “employee” within the meaning of section 3401(c) of the Code and regulations issued thereunder.
2.9“Exchange Act”  shall mean the Securities and Exchange Act of 1934, as amended.
2.10“Exercise Price”  shall mean the amount for which one Share may be purchased upon the exercise of an Option, as specified in a Stock Option Agreement.
2.11“Fair Market Value”  means, with respect to a Share, the market price of one Share of Stock, determined by the Board in good faith. Such determination shall be conclusive and binding on all persons.
2.12“ISO”  shall mean an incentive stock option described in section 422(b) of the Code.
2.13“NSO”  shall mean a stock option that is not an ISO.
2.14“Option”  shall mean an ISO or NSO granted under the Plan and entitling the holder to purchase Shares.
2.15“Optionee”  shall mean an individual or estate that holds an Option.
2.16“Outside Director”  shall mean a member of the Board of the Company, a Parent or a Subsidiary who is not an Employee.
2.17“Parent”  shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.
2.18“Plan”  shall mean the PubMatic, Inc. 2006 Stock Option Plan, as amended and restated effective as of February 17, 2015.
2.19“Purchase Price”  shall mean the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option).
2.20“Purchaser”  shall mean a person to whom the Board has offered the right to acquire Shares under the Plan (other than upon exercise of an Option).
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2.21“Restricted Share Agreement”  shall mean the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares. 
2.22“Securities Act”  shall mean the Securities Act of 1933, as amended.
2.23“Service”  shall mean service as an Employee, a Consultant or an Outside Director. Service shall be deemed to continue during a bona fide leave of absence approved by the Company in writing if and to the extent that continued crediting of Service for purposes of the Plan is expressly required by the terms of such leave or by applicable law, as determined by the Company. However, for purposes of determining whether an Option is entitled to ISO status, and to the extent required under the Code, an Employee’s Service will be treated as terminating ninety (90) days after such Employee went on leave, unless such Employee’s right to return to active work is guaranteed by law or by a contract or such Employee immediately returns to active work.
2.24“Share”  shall mean one share of Stock, as adjusted in accordance with Section 9 (if applicable).
2.25“Stock”  shall mean the common stock of the Company.
2.26“Stock Option Agreement”  shall mean the agreement between the Company and an Optionee which contains the terms, conditions and restrictions pertaining to the Optionee’ s Option.
2.27“Subsidiary”  means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.
2.28“Ten-Percent Stockholder” means an individual who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Company, its Parent or any of its Subsidiaries. In determining stock ownership for purposes of this Section 2.28, the attribution rules of section 424(d) of the Code shall be applied.
SECTION 3.ADMINISTRATION.
3.1General Rule. The Plan shall be administered by the Board. However, the Board may delegate any or all administrative functions under the Plan otherwise exercisable by the Board to one or more Committees. Each Committee shall consist of one or more members of the Board who have been appointed by the Board. Each Committee shall have the authority and be responsible for such functions as the Board has assigned to it. If a Committee has been appointed, any reference to the Board in the Plan shall be construed as a reference to the Committee to whom the Board has assigned a particular function.
3.2Board Authority and Responsibility. Subject to the provisions of the Plan, the Board shall have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan. All decisions, interpretations and any other actions of the Board with respect to the Plan shall be final and binding on all persons deriving rights under the Plan.
SECTION 4.ELIGIBILITY.
4.1General Rule. Only Employees shall be eligible for the grant of ISOs. Only Employees, Consultants and Outside Directors shall be eligible for the grant of NSOs or the award or sale of Shares.
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SECTION 5.STOCK SUBJECT TO PLAN.
5.1Share Limit. Subject to Sections 5.2 and 9, the aggregate number of Shares which may be issued under the Plan shall not exceed 10,773,680 Shares. The number of Shares which are subject to Options or other rights outstanding at any time shall not exceed the number of Shares which then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan. Shares offered under the Plan may be authorized but unissued Shares or treasury Shares.
5.2Additional Shares. In the event that any outstanding Option or other right expires or is canceled for any reason, the Shares allocable to the unexercised portion of such Option or other right shall remain available for issuance pursuant to the Plan. If a Share previously issued under the Plan is reacquired by the Company pursuant to a forfeiture provision, right of repurchase or right of first refusal, then such Share shall again become available for issuance under the Plan. However, the aggregate number of Shares that may be issued upon the exercise of ISOs (including Shares reacquired by the Company) shall in no event exceed two hundred percent (200%) of the number specified in Section 5.1 above, as adjusted pursuant to Section 9.
SECTION 6.RESTRICTED SHARES.
6.1Restricted Share Agreement. Each award or sale of Shares under the Plan (other than upon exercise of an Option) shall be evidenced by a Restricted Share Agreement between the Purchaser and the Company. Such award or sale shall be subject to all applicable terms and conditions of the Plan and maybe subject to any other terms and conditions imposed by the Board, as set forth in the Restricted Share Agreement, that are not inconsistent with the Plan. The provisions of the various Restricted Share Agreements entered into under the Plan need not be identical.
6.2Duration of Offers and Nontransferability of Purchase Rights. Any right to acquire Shares (other than an Option) shall automatically expire if not exercised by the Purchaser within sixty (60) days after the Company communicates the grant of such right to the Purchaser. Such right shall be nontransferable and shall be exercisable only by the Purchaser to whom the right was granted.
6.3Purchase Price. The Board shall determine the amount of the Purchase Price in its sole discretion, subject to applicable laws, regulations and rules, including any applicable securities laws. The Purchase Price shall be payable in a form described in Section 8.
6.4Repurchase Rights and Transfer Restrictions. Each award or sale of Shares shall be subject to such forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board may determine, subject to the requirements of Section 10. Such restrictions shall be set forth in the applicable Restricted Share Agreement and shall apply in addition to any restrictions otherwise applicable to holders of Shares generally.
SECTION 7.STOCK OPTIONS.
7.1Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. The Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions imposed by the Board, as set forth in the Stock Option Agreement, which are not inconsistent with the Plan. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.
7.2Number of Shares; Kind of Option. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in 
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accordance with Section 9. The Stock Option Agreement shall also specify whether the Option is intended to be an ISO or an NSO.
7.3Exercise Price. Each Stock Option Agreement shall set forth the Exercise Price, which shall be payable in a form described in Section 8. Subject to the following requirements, the Exercise Price under any Option shall be determined by the Board in its sole discretion:
(a)Exercise Price for ISOs. The Exercise Price per Share of an ISO shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant; provided, however, that the Exercise Price per Share of an ISO granted to a Ten-Percent Stockholder shall not be less than one hundred ten percent (110%) of the Fair Market Value of a Share on the date of grant.
(b)Exercise Price for NSOs. The Exercise Price per Share of an NSO shall be such price as is determined by the Board, provided that, if the Exercise Price per Share is less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant, it shall otherwise comply with all applicable laws, including Section 409A of the Code.
7.4Term. Each Stock Option Agreement shall specify the term of the Option. The term of an Option shall in no event exceed ten (10) years from the date of grant. The term of an ISO granted to a Ten-Percent Stockholder shall not exceed five (5) years from the date of grant. Subject to the foregoing, the Board in its sole discretion shall determine when an Option shall expire.
7.5Exercisability. Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable; provided, however, that no Option shall be exercisable unless the Optionee has delivered to the Company an executed copy of the Stock Option Agreement. Subject to the following restrictions and any applicable laws, rules, and regulations, including any applicable securities laws, the Board in its sole discretion shall determine when all or any installment of an Option is to become exercisable, may subject the exercisability of an Option to reasonable conditions such as continued Service, and may provide for accelerated exercisability in the event of a Change in Control or other events:
(a)Early Exercise. A Stock Option Agreement may permit the Optionee to exercise the Option as to Shares that are subject to a right of repurchase by the Company in accordance with the requirements of Section 10.1.
7.6Repurchase Rights and Transfer Restrictions. Shares purchased on exercise of Options shall be subject to such forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board may determine, subject to the requirements of Section 10. Such restrictions shall be set forth in the applicable Stock Option Agreement and shall apply in addition to any restrictions otherwise applicable to holders of Shares generally.
7.7Transferability of Options. During an Optionee’s lifetime, his or her Options shall be exercisable only by the Optionee or by the Optionee’s guardian or legal representatives, and shall not be transferable other than by beneficiary designation, will or the laws of descent and distribution . Notwithstanding the foregoing, however, to the extent that a Stock Option Agreement so provides, an NSO may be transferred by the Optionee to one or more family members or a trust established for the benefit of the Optionee and/or one or more family members to the extent permitted by Rule 701 of the Securities Act.
7.8Exercise of Options on Termination of Service. Each Option shall set forth the extent to which the Optionee shall have the right to exercise the Option following termination of the Optionee’s Service. Each Stock Option Agreement shall provide the Optionee with the right to exercise the Option 
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following the Optionee’s termination of Service during the Option term, to the extent the Option was exercisable for vested Shares upon termination of Service, for at least thirty (30) days if termination of Service is due to any reason other than cause, death or Disability, and for at least six (6) months after termination of Service if due to death or Disability (but in no event later than the expiration of the Option term). If the Optionee’s Service is terminated for cause, the Stock Option Agreement may provide that the Optionee’s right to exercise the Option terminates immediately on the effective date of the Optionee’s termination. To the extent the Option was not exercisable for vested Shares upon termination of Service, the Option shall terminate when the Optionee’s Service terminates. Subject to the foregoing, such provisions shall be determined in the sole discretion of the Board, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.
7.9No Rights as a Stockholder. An Optionee, or a transferee of an Optionee, shall have no rights as a stockholder with respect to any Shares covered by the Option until such person becomes entitled to receive such Shares by filing a notice of exercise and paying the Exercise Price pursuant to the terms of the Option. No adjustments shall be made, except as provided in Section 9.
7.10Modification, Extension and Renewal of Options. Within the limitations of the Plan, the Board may modify, extend or renew outstanding Options or may accept the cancellation of outstanding Options (to the extent not previously exercised), whether or not granted hereunder, in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair his or her rights or increase the Optionee’s obligations under such Option.
SECTION 8.PAYMENT FOR SHARES.
8.1General. The entire Purchase Price or Exercise Price of Shares issued under the Plan shall be payable in cash, cash equivalents (including, without limitation, check or draft) or one of the other forms provided in this Section 8.
8.2Surrender of Stock. To the extent that a Stock Option Agreement so provides, payment may be made in whole or in part by surrendering, or attesting to ownership of, Shares which have already been owned by the Optionee; provided, however, that payment may not be made in such form if such action would cause the Company to recognize any (or additional) compensation expense with respect to the Option for financial reporting purposes. Such Shares shall be surrendered to the Company in good form for transfer and shall be valued at their Fair Market Value on the date of Option exercise.
8.3Services Rendered. As determined by the Board in its discretion, Shares may be awarded under the Plan in consideration of past services rendered to the Company, a Parent or Subsidiary.
8.4Promissory Notes. To the extent that a Stock Option Agreement or Restricted Share Agreement so provides, payment may be made in whole or in part with a full-recourse promissory note executed by the Optionee or Purchaser. However, the par value of the Shares being purchased under the Plan, if newly issued, shall be paid in cash or cash equivalents. The interest rate payable under the promissory note shall not be less than the minimum rate required to avoid the imputation of income for federal income tax purposes. Shares shall be pledged as security for payment of the principal amount of the promissory note, and interest thereon, and in no event shall the stock certificate(s) representing such Shares be released to the Optionee or Purchaser until such note is paid in full. Subject to the foregoing, the Board shall determine the term, interest rate and other provisions of the note.
8.5Exercise/Sale. To the extent that a Stock Option Agreement so provides and a public market for the Shares exists, payment may be made in whole or in part by delivery (on a form prescribed 
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by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes or fringe benefit taxes.
8.6Exercise/Pledge. To the extent that a Stock Option Agreement so provides and a public market for the Shares exists, payment may be made in whole or in part by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker or lender approved by the Company to pledge Shares, as security for a loan, and to deliver all or part of the loan proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes or fringe benefit taxes.
8.7Other Forms of Payment. To the extent provided in the Stock Option Agreement or Restricted Share Agreement, payment may be made in any other form including cashless exercise that is consistent with applicable laws, regulations and rules. The Board could also, at its sole discretion, accept a form of payment similar to cash, check or draft under any other exercise program adopted by the Board in connection with the Stock Option Agreement or Restricted Share Agreement by any person(s) related to or so authorized by the Optionee.
SECTION 9.ADJUSTMENT OF SHARES.
9.1General. In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a declaration of an extraordinary dividend payable in a form other than Shares in an amount that has a material effect on the Fair Market Value of the Stock, a combination or consolidation of the outstanding Stock into a lesser number of Shares, a recapitalization, a spin-off, a reclassification, or a similar occurrence, the Board shall make appropriate adjustments to one or more of the following: (i) the number of Shares available for future awards under Section 5; (ii) the number of Shares covered by each outstanding Option; or (iii) the Exercise Price under each outstanding Option.
9.2Dissolution or Liquidation. To the extent not previously exercised or settled, Options shall terminate immediately prior to the dissolution or liquidation of the Company.
9.3Mergers and Consolidations. In the event that the Company is a party to a merger or other consolidation, outstanding Options shall be subject to the agreement of merger or consolidation. Such agreement may provide for one or more of the following: (i) the continuation of the outstanding Options by the Company, if the Company is a surviving corporation; (ii) the assumption of the Plan and outstanding Options by the surviving corporation or its parent; (iii) the substitution by the surviving corporation Or its parent of options with substantially the same terms for such outstanding Options; (iv) immediate exercisability of such outstanding Options and full vesting of the Shares subject to such Options, followed by the cancellation of such Options; or (v) settlement of the full value of the outstanding Options (whether or not then exercisable) in cash or cash equivalents followed by the cancellation of such Options; in each case without the Optionee’s consent.
9.4Reservation of Rights. Except as provided in this Section 9, an Optionee or offeree shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend or any other increase or decrease in the number of shares of stock of any class. Any issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.
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SECTION 10.REPURCHASE RIGHTS.
10.1Company’s Right To Repurchase Shares. The Company shall have the right to repurchase Shares that have been acquired through an award or sale of Shares or exercise of an Option upon termination of the Purchaser’s or Optionee’s Service if provided in the applicable Restricted Share Agreement or Stock Option Agreement. Subject to the following restrictions and applicable laws, regulations and rules, including applicable securities laws, the Board in its sole discretion shall determine when the right to repurchase shall lapse as to all or any portion of the Shares, and may, in its discretion, provide for accelerated vesting in the event of a Change in Control or other events.
SECTION 11.WITHHOLDING TAXES.
11.1General. An Optionee or Purchaser or his or her successor shall make arrangements satisfactory to the Board for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with the Plan. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied.
11.2Share Withholding. The Board may permit an Optionee or Purchaser to satisfy all or part of his or her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Shares that he or she previously acquired; provided, however, that in no event may an Optionee or Purchaser surrender Shares in excess of the legally required withholding amount. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. Any payment of taxes by assigning Shares to the Company may be subject to restrictions, including any restrictions required by rules of any federal or state regulatory body or other authority.
11.3Cashless Exercise/Pledge. The Board may provide that arrangements may be made to meet the Optionee’s or Purchaser’s withholding obligation by cashless exercise or pledge.
11.4Other Forms of Payment. The Board may permit such other means of tax withholding including fringe benefit tax as it deems appropriate, and any such mechanism will be described in greater detail in the Stock Option Agreement.
SECTION 12.SECURITIES LAW REQUIREMENTS.
12.1General. Shares shall not be issued under the Plan unless the issuance and delivery of such Shares complies with (or is exempt from) all applicable requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be listed.
12.2Voting and Dividend Rights. The holders of Shares acquired under the Plan shall have the same voting, dividend and other rights as the Company’s other stockholders. A Restricted Share Agreement, however, may require that the holders of Shares invest any cash dividends received in additional Shares. Such additional Shares shall be subject to the same conditions and restrictions as the award with respect to which the dividends were paid.
12.3Financial Reports. At least annually, the Company shall furnish summary financial information (audited or unaudited) of the Company’s financial condition and results of operations, consistent with the requirements of applicable laws, regulations and rules, to Optionees, Purchasers and stockholders who have received Shares under the Plan. The Company shall not be required to provide such information if (i) the issuance is limited to key employees whose duties in connection with the 
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Company assure their access to equivalent information or (ii) the Plan or any agreement complies with all conditions of Rule 701 of the Securities Act of 1933, as amended; provided that for purposes of determining such compliance, any registered domestic partner shall be considered a “family member” as that term is defined in Rule 701.
SECTION 13.NO RETENTION RIGHTS.
No provision of the Plan, or any right or Option granted under the Plan, shall be construed to give any Optionee or Purchaser any right to become an Employee, to be treated as an Employee, or to continue in Service for any period of time, or restrict in any way the rights of the Company (or Parent or subsidiary to whom the Optionee or Purchaser provides Service), which rights are expressly reserved, to terminate the Service of such person at any time and for any reason, with or without cause, without thereby incurring any liability to him or her.
SECTION 14.DURATION AND AMENDMENTS.
14.1Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board, subject to the approval of the Company’s stockholders. In the event that the stockholders fail to approve the Plan within twelve (12) months after its adoption by the Board, any grants, exercises or sales that have already occurred under the Plan shall be rescinded, and no additional grants, exercises or sales shall be made under the Plan after such date. The Plan shall terminate automatically ten years after the later of (i) its adoption by the Board or (ii) the most recent increase in the number of Shares reserved under Section 5 that was approved by the Company’s stockholders. The Plan may be terminated on any earlier date pursuant to Section 14.2 below.
14.2Right to Amend or Terminate the Plan. The Board may amend, suspend, or terminate the Plan at any time and for any reason. An amendment of the Plan shall not be subject to the approval of the Company’s stockholders unless it (i) increases the number of Shares available for issuance under the Plan (except as provided in Section 9) or (ii) materially changes the class of persons who are eligible for the grant of ISOs. At least two-thirds (2/3) of the Company’s Shares entitled to vote must affirmatively approve an increase in the number of Shares available for issuance if the total number of Shares that may be issued upon the exercise of all outstanding Options and the total number of Shares provided under any stock bonus or similar plan of the Company exceed thirty percent (30%) of all outstanding Shares of the Company.
14.3Effect of Amendment or Termination. No Shares shall be issued or sold under the Plan after the termination thereof, except upon exercise of an Option granted prior to such termination. The termination of the Plan, or any amendment thereof, shall not affect any Shares previously issued or any Option previously granted under the Plan.
SECTION 15.ADDENDA.
The Board may approve such addenda to the Plan as it may consider necessary or appropriate for the purpose of granting Options or awarding or selling Shares under the Plan (other than upon exercise of an Option) to Employees, Consultants or Outside Directors, which awards may contain such terms and conditions as the Board deems necessary or appropriate to accommodate differences in local law, tax policy or custom, which, if so required under applicable laws, regulations and rules, may deviate from the terms and conditions set forth in this Plan. The terms of any such addenda shall supersede the terms of the Plan to the extent necessary to accommodate such differences but shall not otherwise affect the terms of the Plan as in effect for any other purpose.
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