Stock Option Plan



 Exhibit 10.48 
  
 SPACE MEDIA, INC. 
  
 STOCK OPTION PLAN 
  
 ARTICLE I  
  
 PURPOSE 
  
 This Space Media, Inc. Stock Option Plan is intended to advance the interests of the Company and its stockholders by attracting, retaining and motivating
key personnel of the Company upon whose judgment, initiative and effort the Company is largely dependent for the successful conduct of its business, and to encourage and enable such persons to acquire and retain a proprietary interest in the Company
by ownership of its stock. Options granted under the Plan may either be “incentive stock options” intended to qualify as such under the Internal Revenue Code, or “nonqualified stock options,” which are not intended to so qualify.

  
 ARTICLE II 
  
 DEFINITIONS 
  
 (a) “Board” means the Board of Directors of the Company.

  
 (b) “Cause” shall have the meaning set forth in
Section 8.3 hereof. 
  
 (c) “Change in Control” shall
have the meaning set forth in Section 9.2 hereof. 
  
 (d)
“Code” means the Internal Revenue Code of 1986, as amended. 
  
 (e) “Common Stock” means the common stock of the Company, par value $.001 per share. 
  
 (f) “Committee” means the Compensation Committee of the Board or any other committee of the Board appointed by the Board to administer the Plan
from time to time. 
  
 (g) “Company” means Space Media,
Inc., a Delaware corporation. 
  
 (h) “Date of Grant”
means the date on which an Option becomes effective in accordance with Section 6.1 hereof. 
  
 (i) “Eligible Person” means any person who is an employee, officer, director, consultant or advisor of the Company or any Subsidiary, or any person who is determined by the Committee to be a prospective
employee, officer, director, consultant or advisor of the Company or any Subsidiary. 









 (j) “Employee” means any person who is an employee of the Company or any Subsidiary;
provided, however, that with respect to Incentive Stock Options, “Employee” means any person who is considered an employee of the Company or any Subsidiary for purposes of Treasury Regulation § 1.421-7(h). 
  
 (k) “Exchange Act” means the Securities Exchange Act of 1934, as
amended. 
  
 (l) “Fair Market Value” of a share of
Common Stock as of a given date means the closing sales price of the Common Stock on the Nasdaq National Market on the trading day immediately preceding the date as of which Fair Market Value is to be determined or, in the absence of any reported
sales of Common Stock on such date, on the first preceding date on which any such sale shall have been reported. If the Common Stock is not listed on the Nasdaq National Market on the date as of which Fair Market Value is to be determined, the
Committee shall determine in good faith the Fair Market Value in whatever manner it considers appropriate. 
  
 (m) “Incentive Stock Option” means a stock option granted under the Plan that is intended to meet the requirements of section 422 of the Code
and the regulations promulgated thereunder. 
  
 (n)
“Nonqualified Stock Option” means a stock option granted under the Plan that is not an Incentive Stock Option. 
  
 (o) “Option” means an Incentive Stock Option or a Nonqualified Stock Option granted under the Plan. 
  
 (p) “Optionee” means an Eligible Person to whom an Option has been
granted, which Option has not expired, under the Plan. 
  
 (q)
“Option Price” means the price at which each share of Common Stock subject to an Option may be purchased, determined in accordance with Section 6.3 hereof. 
  
 (r) “Plan” means this Space Media, Inc. Stock Option Plan. 
  
 (s) “Stock Option Agreement” means an agreement between the Company
and an Optionee under which the Optionee may purchase Common Stock under the Plan. 
  
 (t) “Subsidiary” means a subsidiary corporation of the Company, within the meaning of section 424(f) of the Code. 
  
 ARTICLE III 
  
 ELIGIBILITY 
  
 All Eligible Persons are eligible to receive a grant of an Option under the Plan. The Committee shall, in its sole discretion, determine and designate from time to time those Eligible Persons who are to be granted an
Option. 
  

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 ARTICLE IV 
  

ADMINISTRATION 
  
 4.1 Committee Members. The Plan shall be administered by a Committee comprised of no fewer than two persons selected by the Board. Solely to the
extent deemed necessary or advisable by the Board, each Committee member shall meet the definition of a “nonemployee director” for purposes of such Rule 16b-3 under the Exchange Act and of an “outside director” under section
162(m) of the Code. The Board shall also have the authority to exercise the powers and duties of the Committee under the Plan. 
  
 4.2 Committee Authority. Subject to the express provisions of the Plan, the Committee shall have the authority, in its discretion, to determine the
Eligible Persons to whom an Option shall be granted, the time or times at which an Option shall be granted, the number of shares of Common Stock subject to each Option, the Option Price of the shares subject to each Option and the time or times when
each Option shall become exercisable and the duration of the exercise period. Subject to the express provisions of the Plan, the Committee shall also have discretionary authority to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it, to determine the provisions of each Stock Option Agreement, and to make all the determinations necessary or advisable in the administration of the Plan. All such actions and determinations by the Committee shall be
conclusively binding for all purposes and upon all persons. No Committee member shall be liable for any action or determination made in good faith with respect to the Plan, any Option or any Stock Option Agreement entered into hereunder. 

 
 4.3 Delegation of Authority. The Committee shall have the right,
from time to time, to delegate to one or more officers of the Company the authority of the Committee to grant and determine the terms and conditions of Options awarded under the Plan, subject to such limitations as the Committee shall determine;
provided, however, that no such authority may be delegated with respect to Options awarded to any member of the Board or any Optionee who the Committee determines may be subject to Rule 16b-3 under the Exchange Act or section 162(m) of
the Code. 
  
 4.4 Grants to Non-Employee Directors. Awards
of Options to non-employee directors under the Plan shall be approved by the Board. With respect to awards to such directors, all rights, powers and authorities vested in the Committee under the Plan shall instead be exercised by the Board, and all
provisions of the Plan relating to the Committee shall be interpreted in a manner consistent with the foregoing by treating any such reference as a reference to the Board for such purpose. 
  
 ARTICLE V 
  
 SHARES OF STOCK SUBJECT TO PLAN 
  
 5.1 Number of Shares. Subject to adjustment pursuant to the provisions of Section 5.2 hereof, the maximum aggregate
number of shares of Common Stock which may be issued and sold hereunder shall be l,500,000 shares. Shares of Common Stock issued and sold 

  

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under the Plan may be either authorized but unissued shares or shares held in the Company’s treasury. The number of shares of Common Stock reserved for
issuance under the Plan shall at no time be less than the maximum number of shares which may be purchased at any time pursuant to outstanding options. Shares of Common Stock covered by an Option that shall have been exercised shall not again be
available for an Option grant. If an Option shall terminate or expire for any reason without being wholly exercised, the number of shares to which such Option termination relates shall again be available for grant hereunder. 
  
 5.2 Adjustments. In the event of a reorganization, recapitalization,
stock split, stock dividend, combination of shares, merger or consolidation, or the sale, conveyance, or other transfer by the Company of all or substantially all of its assets, or any other change in the corporate structure or shares of the
Company, pursuant to any of which events the then outstanding shares of Common Stock are split up or combined, or are changed into, become exchangeable at the holder’s election for other shares of stock or any other consideration, or in the
case of any other transaction described in section 424(a) of the Code, the Committee shall, in the manner that it shall deem to be equitable and appropriate, change (i) the maximum aggregate number of shares which may be issued and sold under
Section 5.1 hereof, (ii) the maximum number of shares that may be granted to any one individual under Section 6.2 hereof, and (iii) the number and kind of shares (including by substitution of shares of another corporation) subject to the Options
and/or the Option Price of such shares. In no event may any such change be made to an Incentive Stock Option which would constitute a “modification” within the meaning of section 424(h)(3) of the Code without the consent of any affected
Optionee. In the event of any merger, consolidation, reorganization or similar corporate event in which shares of the Common Stock are to be exchanged for payment of cash (the “Cash Consideration”), the Committee may, in its discretion,
(a) make equitable adjustments as provided above, or (b) cancel any outstanding Option in exchange for payment in cash of an amount equal to the excess (if any) of (1) the Cash Consideration per share multiplied by the shares underlying such Option
over (2) the Option Price for such shares. 
  
 ARTICLE VI

  
 OPTIONS 
  
 6.1 Grant of Option. An Option may be granted to any Eligible Person
selected by the Committee. The grant of an Option shall first be effective upon the date it is approved by the Committee, except to the extent the Committee shall specify a later date upon which the grant of an Option shall first be effective. Each
Option shall be designated, at the discretion of the Committee, as an Incentive Stock Option or a Nonqualified Stock Option, provided, however, that Incentive Stock Options may only be granted to Eligible Persons who are Employees of
the Company. The Company and the Optionee shall execute a Stock Option Agreement which shall set forth such terms and conditions of the Option as may be determined by the Committee to be consistent with the Plan, and which may include additional
provisions and restrictions that are not inconsistent with the Plan. 
  
 6.2 Maximum Limit. Notwithstanding anything elsewhere in the Plan to the contrary, the maximum number of shares of Common Stock that may be subject to Options granted to any Optionee during any one calendar year shall be one million
shares, subject to adjustment as provided in Section 5.2 hereof. 
  

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 6.3 Option Price. The Option Price shall be determined by the Committee; provided,
however, that, in the case of an Incentive Stock Option, the Option Price shall not be less than 100 percent of the Fair Market Value of a share of Common Stock on the Date of Grant. 
  
 6.4 Vesting; Term of Option. An Option shall vest and become
exercisable in the manner and subject to such conditions provided by the Committee and set forth in the Stock Option Agreement. The Committee, in its sole discretion, may accelerate the exercisability of any Option at any time. The period during
which a vested Option may be exercised shall be determined by the Committee, subject to a maximum term of ten years from the Date of Grant and such other limitations as may apply upon the termination of an Optionee’s employment or other service
or as otherwise specified by the Committee in the Stock Option Agreement. 
  
 6.5 Option Exercise; Withholding. Subject to such terms and conditions as shall be specified in a Stock Option Agreement, an Option may be exercised in whole or in part at any time, with respect to whole shares
only, within the period permitted for the exercise thereof, and shall be exercised by written notice of intent to exercise the Option with respect to a specified number of shares delivered to the Company at its principal office, and payment in full
to the Company at said office of the amount of the Option Price for the number of shares of the Common Stock with respect to which the Option is then being exercised. Payment of the Option Price shall be made (i) in cash or by cash equivalent
acceptable to the Committee, (ii) at the discretion of the Committee, in Common Stock that has been held by the Optionee for at least six months (or such other period as the Committee may deem appropriate for purposes of applicable accounting
rules), valued at the Fair Market Value of such shares determined on the date of exercise, (iii) at the discretion of the Committee, by a delivery of a notice that the Optionee has placed a market sell order (or similar instruction) with a broker
with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option Price (conditioned upon
the payment of such net proceeds), (iv) at the discretion of the Committee, by a combination of the methods described above, or (v) by such other method as may be approved by the Committee and set forth in the Stock Option Agreement. In addition to
and at the time of payment of the Option Price, the Optionee shall pay to the Company the full amount of all federal and state income, employment and other taxes required to be withheld in connection with such exercise, in any manner consistent with
the foregoing that is approved by the Committee and set forth in the Stock Option Agreement. 
  
 6.6 Limited Transferability of Option. All Options shall be nontransferable except (i) upon the Optionee’s death, by the Optionee’s will or the laws of descent and distribution or (ii) in the case of
Nonqualified Stock Options only, on a case-by-case basis as may be approved by the Committee in its discretion, in accordance with the terms provided below. A Stock Option Agreement for a Nonqualified Stock Option may provide that the Optionee may
be permitted to, during his or her lifetime and subject to the prior approval of the Committee at the time of proposed transfer, transfer all or part of the Option to the Optionee’s family member (as defined in the Stock Option Agreement in a
manner consistent with the requirements for the Form S-8 registration statement, if applicable). Any such transfer shall be subject to the condition that it is made by the Optionee for estate planning, tax planning, donative purposes or pursuant to
a domestic relations order. The transfer of a Nonqualified Stock Option may be subject to such other terms and conditions as the Committee may in its discretion impose 

  

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from time to time, including a condition that the portion of the Option to be transferred be vested and exercisable by the Optionee at the time of the
transfer. Subsequent transfers of an Option shall be prohibited other than by will or the laws of descent and distribution upon the death of the transferee. 
  
 6.7 Substitution and Amendment of Options. The Committee shall have the authority to effect, at any time and from time to time, with the consent of
the affected Optionees, (i) the cancellation of any or all outstanding Options and the grant in substitution therefor of new Options covering the same or different numbers of shares of Common Stock and having an Option Price which may be the same as
or different than the Option Price of the cancelled Options or (ii) the amendment of the terms of any and all outstanding Options. 
  
 6.8 Cancellation and Rescission of Options. The Committee may provide in a Stock Option Agreement that (a) the Company may cancel, suspend, or
otherwise limit any Options if the Optionee engages in activity that is detrimental to the Company and (b) in the event an Optionee engages in activity that is detrimental to the company following any exercise of an Option, the Company may rescind
such exercise with the Optionee being required to pay to the Company the amount of any gain realized upon exercise. 
  
 6.9 Exercise for Unvested Stock. The Committee shall have the discretion to grant Options that are exercisable for unvested shares of Common Stock.
Should the Optionee cease employment or other service while holding such unvested shares, the Company shall have the right to repurchase, at the exercise price paid per share, any or all of such unvested shares. The terms upon which such repurchase
right shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares) shall be established by the Committee and set forth in the Stock Option Agreement and other documents
evidencing such repurchase right. 
  
 ARTICLE VII

  
 ADDITIONAL RULES FOR ISOs 
  
 7.1 Annual Limits. No Incentive Stock Option shall be granted to an
Optionee as a result of which the aggregate Fair Market Value (determined as of the date of grant) of the stock with respect to which “incentive stock options” are exercisable for the first time in any calendar year under the Plan and any
other stock option plans of the Company, any Subsidiary, or any parent corporation, would exceed $100,000, determined in accordance with section 422(d) of the Code. This limitation shall be applied by taking options into account in the order in
which granted. Any Option intended to be an Incentive Stock Option that is granted in excess of such limit shall instead be treated as a Nonqualified Stock Option. 
  
 7.2 Termination of Employment. An Incentive Stock Option may provide that such Option may be exercised not later than
three months following termination of employment of the Optionee with the Company and all Subsidiaries, subject to special rules relating to death and disability, as and to the extent determined by the Committee to be consistent with the
requirements of section 422 of the Code and Treasury Regulations thereunder. 
  

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 7.3 Other Terms and Conditions; Nontransferability. Any Incentive Stock Option granted hereunder
shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as are deemed necessary or desirable by the Committee, which terms, together with the terms of this Plan, shall be intended and interpreted to cause
such Incentive Stock Option to qualify as an “incentive stock option” under section 422 of the Code. Such terms shall include, if applicable, limitations on Incentive Stock Options granted to ten-percent owners of the Company as determined
under sections 422(b)(6) and 424(d) of the Code. A Stock Option Agreement for an Incentive Stock Option shall provide that such Option shall be treated as a Nonqualified Stock Option to the extent that certain requirements applicable to
“incentive stock options” under the Code shall not be satisfied. An Incentive Stock Option shall by its terms be nontransferable otherwise than by will or by the laws of descent and distribution, and shall be exercisable during the
lifetime of an Optionee only by such Optionee. 
  
 7.4
Disqualifying Dispositions. If shares of Common Stock acquired by exercise of an Incentive Stock Option are disposed of within two years following the Date of Grant or one year following the transfer of such shares to the Optionee upon
exercise, the Optionee shall, promptly following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Committee may reasonably require.

  
 ARTICLE VIII 
  
 TERMINATION OF SERVICE 
  
 8.1 Death. Unless otherwise provided by the Committee and set forth in
the Stock Option Agreement, if an Optionee shall die at any time after the Date of Grant and while he is an Eligible Person, the executor or administrator of the estate of the decedent, or the person or persons to whom an Option shall have been
validly transferred in accordance with Section 6.6 hereof pursuant to will or the laws of descent and distribution, shall have the right, during the period ending one year after the date of the Optionee’s death (subject to the term of the
Option), to exercise the Optionee’s Option to the extent that it was exercisable at the date of the Optionee’s death and shall not have been previously exercised. The Committee may determine at or after grant to make any portion of his
Option that is not exercisable at the date of death immediately vested and exercisable. 
  
 8.2 Disability. Unless otherwise provided by the Committee and set forth in the Stock Option Agreement, if an Optionee’s employment or other service with the Company or any Subsidiary shall be terminated
as a result of his permanent and total disability (within the meaning of section 22(e)(3) of the Code) at any time after the Date of Grant and while he is an Eligible Person, the Optionee (or in the case of an Optionee who is legally incapacitated,
his guardian or legal representative) shall have the right, during a period ending one year after the date of his disability (subject to the term of the Option), to exercise an Option to the extent that it was exercisable at the date of such
termination of employment or other service and shall not have been exercised. The Committee may determine at or after grant to make any portion of his Option that is not exercisable at the date of termination of employment or other service due to
disability immediately vested and exercisable. 
  

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 8.3 Termination for Cause. Unless otherwise provided by the Committee and set forth in the Stock
Option Agreement, if an Optionee’s employment or other service with the Company or any Subsidiary shall be terminated for Cause, the Optionee’s right to exercise any unexercised portion of an Option shall immediately terminate and all
rights thereunder shall cease. For purposes of the Plan, termination for “Cause” shall mean (i) the willful and continued failure by the Optionee to perform substantially his duties as an officer or employee of the Company (other than any
such failure resulting from his death or disability) within a reasonable period of time after a written demand for substantial performance is delivered to the Optionee by the Board; (ii) any act or omission by the Optionee intended to cause material
harm to the Company; (iii) the negligent performance by the Optionee of his duties to the Company, as determined in good faith by the Board following notice of such negligence to the Optionee and the provision to the Optionee of an opportunity to
confer with the Board regarding such allegations; or (iv) the conviction of the Optionee by a court of competent jurisdiction of a felony or a crime involving moral turpitude; provided, however, that in the event the Optionee shall be
a party to any employment agreement with the Company that provides for a definition of “Cause” that is different from the foregoing, then such definition in such employment agreement shall govern with respect to the Optionee for the
purposes of this Agreement. The Committee shall have the power to determine whether the Optionee has been terminated for cause and the date upon which such termination for cause occurs. Any such determination shall be final, conclusive and binding
upon the Optionee. 
  
 8.4 Other Termination of Service.
Unless otherwise provided by the Committee and set forth in the Stock Option Agreement, if an Optionee’s employment or other service with the Company or any Subsidiary shall be terminated for any reason other than death, permanent and total
disability or termination for cause, the Optionee shall have the right, during the period ending 90 days after such termination (subject to the term of the Option), to exercise an Option to the extent that it was exercisable at the date of such
termination and shall not have been exercised. For purposes of this Section 8.4, an Optionee shall not be considered to have terminated employment or other service with the Company or any Subsidiary until the expiration of the period of any
military, sick leave or other bona fide leave of absence, up to a maximum period of 90 days (or such greater period during which the Optionee is guaranteed reemployment either by statute or contract). 
  
 ARTICLE IX 
  
 CHANGE IN CONTROL 
  
 9.1 Change in Control. Unless otherwise provided by the Committee and
set forth in the Stock Option Agreement, upon an involuntary termination of an Optionee’s employment or other service to the Company other than for Cause within 12 months following a Change in Control, each outstanding Option held by such
Optionee at the time of such termination shall automatically and immediately become vested and exercisable as to the number of shares that would otherwise have become vested and exercisable within the 12 month period following the Change in Control,
in addition to any option shares that had previously become vested and exercisable. 
  

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 9.2 Definition of Change in Control. For purposes of the Plan, “Change in Control” shall
mean: 
  
 (i) an acquisition subsequent to the
effective date of the Plan by any individual, entity or group (within the meaning of section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (“voting
securities”); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly
from the Company, (2) any acquisition by the Company and (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary; 
  
 (ii) during any period of two (2) consecutive years (not including any period prior to the effective date of
the Plan), individuals who at the beginning of such period constitute the Board (and any new directors whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was so approved) cease for any reason (except for death, disability or voluntary retirement) to constitute a
majority thereof; or 
  
 (iii) the consummation
of any merger, combination, consolidation, reorganization, sale of substantially all of the assets of the Company, liquidation, dissolution or similar transaction (other than in connection with ordinary sales to the public, or repurchases by the
Company, of the Company’s securities or merger or consolidation with its parent corporation, Spacehab, Incorporated) involving the Company following which the holders of the voting securities of the Company immediately prior to such transaction
will not own in substantially the same percentages as prior to such transaction more than 50% of the voting securities of the resulting entity. 
  
 ARTICLE X 
  
 STOCK CERTIFICATES 
  
 10.1 Issuance of Certificates. Subject to Section 10.2 hereof, the Company shall issue a stock certificate in the name of the Optionee (or other person exercising the Option in accordance with the provisions of
the Plan) for the shares of Common Stock purchased by exercise of an Option as soon as practicable after due exercise and payment of the aggregate Option Price for such shares. A separate stock certificate or separate stock certificates shall be
issued for any shares of Common Stock purchased pursuant to the exercise of an Option that is an Incentive Stock Option, which certificate or certificates shall not include any shares of Common Stock that were purchased pursuant to the exercise of
an Option that is a Nonqualified Stock Option. 
  

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 10.2 Conditions. The Company shall not be required to issue or deliver any certificate for shares
of Common Stock purchased upon the exercise of any Option granted hereunder or any portion thereof prior to fulfillment of all of the following conditions: 
  
 (i) the completion of any registration or other qualification of such shares, under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body, that the Committee shall in its sole discretion deem necessary or advisable; 
  
 (ii) the obtaining of any approval or other clearance from any federal or state governmental agency which the Committee shall in its sole discretion
determine to be necessary or advisable; 
  
 (iii) the lapse of
such reasonable period of time following the exercise of the Option as the Committee from time to time may establish for reasons of administrative convenience; 
  

(iv) satisfaction by the Optionee of all applicable withholding taxes or other withholding liabilities; and 
  
 (v) if required by the Committee, in its sole discretion, the receipt by the
Company from an Optionee of (i) a representation in writing that the shares of Common Stock received upon exercise of an Option are being acquired for investment and not with a view to distribution and (ii) such other representations and warranties
as are deemed necessary by counsel to the Company. 
  
 10.3
Legends. The Company reserves the right to legend any certificate for shares of Common Stock, conditioning sales of such shares upon compliance with applicable federal and state securities laws and regulations. 
  
 ARTICLE XI 
  
 EFFECTIVE DATE, TERMINATION AND AMENDMENT 
  
 11.1 Effective Date; Stockholder Approval. The Plan shall become
effective on the date of its adoption by the Board; provided, however, that no Incentive Stock Option shall be exercisable by an Optionee unless and until the Plan shall have been approved by the stockholders of the Company, which
approval shall be obtained within 12 months before or after the adoption of the Plan by the Board. 
  
 11.2 Termination. The Plan shall terminate on the date immediately preceding the tenth anniversary of the date the Plan is adopted by the Board.
The Board may, in its sole discretion and at any earlier date, terminate the Plan. Notwithstanding the foregoing, no termination of the Plan shall in any manner affect any Option theretofore granted without the consent of the Optionee or the
permitted transferee of the Option. 
  
 11.3 Amendment. The
Board may at any time and from time to time and in any respect, amend or modify the Plan. Solely to the extent deemed necessary or advisable by the Board, for purposes of complying with sections 422 or 162(m) of the Code or rules of any 

  

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securities exchange or for any other reason, the Board may seek the approval of any such amendment by the Company’s stockholders. Notwithstanding the
foregoing, no amendment or modification of the Plan shall in any manner affect any Option theretofore granted without the consent of the Optionee or the permitted transferee of the Option. 
  
 ARTICLE XII 
  
 MISCELLANEOUS 
  
 12.1 Employment or Other Service. Nothing in the Plan, in the grant of
any Option or in any Stock Option Agreement shall confer upon any Eligible Person the right to continue in the capacity in which he is employed by or otherwise provides services to the Company or any Subsidiary. Notwithstanding anything contained in
the Plan to the contrary, unless otherwise provided in a Stock Option Agreement, no Option shall be affected by any change of duties or position of the Optionee (including a transfer to or from the Company or any Subsidiary), so long as such
Optionee continues to be an Eligible Person. 
  
 12.2 Rights as
Stockholder. An Optionee or the permitted transferee of an Option shall have no rights as a stockholder with respect to any shares subject to such Option prior to the purchase of such shares by exercise of such Option as provided herein. Nothing
contained herein or in the Stock Option Agreement relating to any Option shall create an obligation on the part of the Company to repurchase any shares of Common Stock purchased hereunder. 
  
 12.3 Other Compensation and Benefit Plans. The adoption of the Plan
shall not affect any other stock option or incentive or other compensation plans in effect for the Company or any Subsidiary, nor shall the Plan preclude the Company from establishing any other forms of incentive or other compensation for employees
of the Company or any Subsidiary. The amount of any compensation deemed to be received by an Optionee as a result of the exercise of an Option or the sale of shares received upon such exercise shall not constitute compensation with respect to which
any other employee benefits of such Optionee are determined, including, without limitation, benefits under any bonus, pension, profit sharing, life insurance or salary continuation plan, except as otherwise specifically determined by the Board or
the Committee or provided by the terms of such plan. 
  
 12.4
Plan Binding on Successors. The Plan shall be binding upon the Company, its successors and assigns, and the Optionee, his executor, administrator and permitted transferees. 
  
 12.5 Construction and Interpretation. Whenever used herein, nouns in the singular shall include the plural, and the
masculine pronoun shall include the feminine gender. Headings of Articles and Sections hereof are inserted for convenience and reference and constitute no part of the Plan. 
  
 12.6 Severability. If any provision of the Plan or any Stock Option Agreement shall be determined to be illegal or
unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction. 

 

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 12.7 Governing Law. The validity and construction of this Plan and of the Stock Option Agreements
shall be governed by the laws of the State of Delaware. 
  
 12.8
Section 162(m) IPO Transition Rule. The Plan is intended to qualify for the transition relief provided under Treasury Regulation §1.162-27(f). Accordingly, all compensation realized by Optionees in connection with Options granted under
the Plan within the reliance period described therein is intended to be exempt from the limitation on tax deductibility under section 162(m). For purposes of the Plan, the reliance period will expire on the earlier of (i) the expiration of the Plan,
(ii) a “material modification” of the Plan (within the meaning of Treasury Regulation §1.162-27(h)(1)(iii)), (iii) the issuance of all Common Stock that has been allocated under the Plan, or (iv) the first meeting of Company
stockholders at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the Company’s initial public offering occurs. 
  

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