Broadjump, Inc. 1998 Stock Option/Stock Issuance Plan



 Exhibit 4.6 
  

BROADJUMP, INC. 
  
 1998 STOCK OPTION PLAN 
  

	1.	Establishment, Purpose and Term of Plan. 

  
 1.1 Establishment. This BroadJump, Inc. 1998 Stock Option Plan (the “Plan”) is hereby established effective as of December 23,
1998. 
  
 1.2 Purpose. The purpose of the
Plan is to advance the interests of the Participating Company Group and its shareholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to
contribute to the growth and profitability of the Participating Company Group. 
  
 1.3 Term of Plan. The Plan shall continue in effect until the earlier of its termination by the Board or the date on which all of the shares of Stock available for issuance under the Plan have been
issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Options granted under the Plan have lapsed. However, all Options shall be granted, if at all, within 10 years from the earlier of the date the Plan
is adopted by the Board or the date the Plan is duly approved by the shareholders of the Company. 
  

	2.	Definitions and Construction. 

  
 2.1 Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below: 
  
 (a) “Board” means the Board of Directors of the
Company. If one or more Committees have been appointed by the Board to administer the Plan, “Board” also means such Committee(s). 
  
 (b) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.

  
 (c) “Committee” means the
Compensation Committee or other committee of the Board duly appointed to administer the Plan and having such powers as shall be specified by the Board. Unless the powers of the Committee have been specifically limited, the Committee shall have all
of the powers of the Board granted herein, including, without limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law. The Committee may appoint a subcommittee
of two or more outside directors (the “Outside Directors Committee”). The Outside Directors Committee, if appointed, shall have the exclusive authority to approve grants under the Plan to the chief executive officer of the Company and to
other executive officers whose compensation may otherwise exceed the deduction limit of Section 162(m) of the Code. Grants approved by the Outside Directors Committee shall be subject to ratification by the Committee as a whole or by the Board if
the appointment of the Committee so provides. 
  
 (d) “Company” means BroadJump, Inc., a Texas corporation, or any successor corporation thereto. 
  
 (e) “Consultant” means any person, including an advisor, engaged by a Participating Company to render services other than as an
Employee or a Director. 
  
 (f)
“Director” means a member of the Board or of the board of directors of any other Participating Company. 
  
 (g) “Disability” means the inability of the Optionee, in the opinion of a qualified physician acceptable to the Company, to
perform the major duties of the Optionee’s position with the Participating Company Group because of the sickness or injury of the Optionee. 
  









 (h) “Employee” means any person treated as an employee (including an officer or
a Director who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided,
however, that neither service as a Director nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan. 
  

(i) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 (j) “Fair Market Value” means, as of any date, the
value of a share of Stock or other property as determined by the Board, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following: 
  
 (i) If, on such date, the Stock is listed on a national or
regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted
on the Nasdaq National Market, The Nasdaq SmallCap Market or such other national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as
the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock
was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Board, in its discretion. 
  
 (ii) If, on such date, there is no public market for the Stock, the Fair Market Value of a share of Stock shall be as determined by the
Board in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse. 
  
 (k) “Incentive Stock Option” means an Option intended to be (as set forth in the Option Agreement) and which qualifies as an
incentive stock option within the meaning of Section 422(b) of the Code. 
  
 (l) “Insider” means an officer or a Director of the Company or any other person whose transactions in Stock are subject to Section 16 of the Exchange Act. 
  
 (m) “Nonstatutory Stock Option” means an Option
not intended to be (as set forth in the Option Agreement) or which does not qualify as an Incentive Stock Option. 
  
 (n) “Option” means a right to purchase Stock (subject to adjustment as provided in Section 4.2) pursuant to the terms and
conditions of the Plan. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option. 
  
 (o) “Option Agreement” means a written agreement, including any related form of stock option grant agreement, between the
Company and an Optionee setting forth the terms, conditions and restrictions of the Option granted to the Optionee and any shares acquired upon the exercise thereof. 
  
 (p) “Optionee” means a person who has been granted one or more Options. 
  
 (q) “Parent Corporation” means any present or
future “parent corporation” of the Company, as defined in Section 424(e) of the Code. 
  
 (r) “Participating Company” means the Company or any Parent Corporation or Subsidiary Corporation. 
  
 (s) “Participating Company Group” means, at any
point in time, all corporations collectively which are then Participating Companies. 
  

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 (t) “Rule 16b-3” means Rule 16b-3 under the Exchange Act, as amended from time
to time, or any successor rule or regulation. 
  
 (u) “Securities Act” means the Securities Act of 1933, as amended. 
  
 (v) “Service” means an Optionee’s employment or service with the Participating Company Group, whether in the capacity of an
Employee, a Director or a Consultant. The Optionee’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Optionee renders Service to the Participating Company Group or a change in the
Participating Company for which the Optionee renders such Service, provided that there is no interruption or termination of the Optionee’s Service. Furthermore, an Optionee’s Service with the Participating Company Group shall not be deemed
to have terminated if the Optionee takes any military leave, sick leave, or other bona fide leave of absence approved by the Company; provided, however, that if any such leave exceeds 90 days, on the 91st day of such leave the
Optionee’s Service shall be deemed to have terminated unless the Optionee’s right to return to Service with the Participating Company Group is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by
the Company or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Optionee’s Option Agreement. The Optionee’s Service shall be deemed to have terminated either upon an actual
termination of Service or upon the corporation for which the Optionee performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Optionee’s Service has
terminated and the effective date of such termination. 
  
 (w) “Stock” means the common stock of the Company, as adjusted from time to time in accordance with Section 4.2. 
  
 (x) “Subsidiary Corporation” means any present or future “subsidiary corporation” of the Company, as defined in
Section 424(f) of the Code. 
  
 (y) “Ten
Percent Owner Optionee” means an Optionee who, at the time an Option is granted to the Optionee, owns stock possessing more than 10% of the total combined voting power of all classes of stock of a Participating Company within the meaning of
Section 422(b)(6) of the Code. 
  
 2.2 Construction.
Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural
shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise. 
  

	3.	Administration. 

  
 3.1 Administration by the Board. The Plan shall be administered by the Board. All questions of interpretation of the Plan or of any Option
shall be determined by the Board, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Option. 
  
 3.2 Authority of Officers. Any officer of a Participating Company shall have the authority to act on behalf of the Company with respect to
any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation, determination or
election. 
  
 3.3 Administration with Respect to
Insiders. With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the
requirements, if any, of Rule 16b-3. 
  
 3.4
Powers of the Board. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Board shall have the full and final power and authority, in its discretion: 
  
 (a) to determine the persons to whom, and the time or times
at which, Options shall be granted and the number of shares of Stock to be subject to each Option; 
  

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 (b) to designate Options as Incentive Stock Options or Nonstatutory Stock Options;

  
 (c) to determine the Fair Market Value of
shares of Stock or other property; 
  
 (d) to
determine the terms, conditions and restrictions applicable to each Option (which need not be identical) and any shares acquired upon the exercise thereof, including, without limitation, (i) the exercise price of the Option, (ii) the method of
payment for shares purchased upon the exercise of the Option, (iii) the method for satisfaction of any tax withholding obligation arising in connection with the Option or such shares, including by the withholding or delivery of shares of stock, (iv)
the timing, terms and conditions of the exercisability of the Option or the vesting of any shares acquired upon the exercise thereof, (v) the time of the expiration of the Option, (vi) the effect of the Optionee’s termination of Service with
the Participating Company Group on any of the foregoing, and (vii) all other terms, conditions and restrictions applicable to the Option or such shares not inconsistent with the terms of the Plan; 
  
 (e) to approve one or more forms of Option Agreement;

  
 (f) to amend, modify, extend, cancel, renew,
reprice or otherwise adjust the exercise price of, or grant a new Option in substitution for, any Option or to waive any restrictions or conditions applicable to any Option or any shares acquired upon the exercise thereof; 
  
 (g) to accelerate, continue, extend or defer the
exercisability of any Option or the vesting of any shares acquired upon the exercise thereof, including with respect to the period following an Optionee’s termination of Service with the Participating Company Group; 
  
 (h) to prescribe, amend or rescind rules, guidelines and
policies relating to the Plan, or to adopt supplements to, or alternative versions of, the Plan, including, without limitation, as the Board deems necessary or desirable to comply with the laws of, or to accommodate the tax policy or custom of,
foreign jurisdictions whose citizens may be granted Options; and 
  
 (i) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Option Agreement and to make all other determinations and take such other actions with respect to the Plan or any Option
as the Board may deem advisable to the extent consistent with the Plan and applicable law. 
  

	4.	Shares Subject to Plan. 

  
 4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock
that may be issued under the Plan shall be 5,750,000 and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. If an outstanding Option for any reason expires or is terminated or canceled or if shares of
Stock are acquired upon the exercise of an Option subject to a Company repurchase option and are repurchased by the Company at the Optionee’s exercise price, the shares of Stock allocable to the unexercised portion of such Option or such
repurchased shares of Stock shall again be available for issuance under the Plan. 
  
 4.2 Adjustments for Changes in Capital Structure. In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification or similar change in the capital
structure of the Company, appropriate adjustments shall be made in the number and class of shares subject to the Plan and to any outstanding Options and in the exercise price per share of any outstanding Options. If a majority of the shares which
are of the same class as the shares that are subject to outstanding Options are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event, as defined in Section 8.1) shares of another corporation (the
“New Shares”), the Board may unilaterally amend the outstanding Options to provide that such Options are exercisable for New Shares. In the event of any such amendment, the number of shares subject to, 

  

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and the exercise price per share of, the outstanding Options shall be adjusted in a fair and equitable manner as determined by the Board, in its discretion.
Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant to this Section 4.2 shall be rounded down to the nearest whole number, and in no event may the exercise price of any Option be decreased to an amount less than
the par value, if any, of the stock subject to the Option. The adjustments determined by the Board pursuant to this Section 4.2 shall be final, binding and conclusive. 
  

	5.	Eligibility and Option Limitations. 

  
 5.1 Persons Eligible for Options. Options may be granted only to Employees, Consultants, and Directors. For purposes of the foregoing
sentence, “Employees,” “Consultants” and “Directors” shall include prospective Employees, prospective Consultants and prospective Directors to whom Options are granted in connection with written offers of an employment
or other service relationships with the Participating Company Group. Eligible persons may be granted more than one Option. 
  
 5.2 Option Grant Restrictions. Any person who is not an Employee on the effective date of the grant of an Option to such person may be
granted only a Nonstatutory Stock Option. An Incentive Stock Option granted to a prospective Employee upon the condition that such person become an Employee shall be deemed granted effective on the date such person commences Service with a
Participating Company, with an exercise price determined as of such date in accordance with Section 6.1. The number of shares of Stock that may be the subject of Options granted to any single executive officer of the Company shall not exceed the
maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to Section 4.1. 
  
 5.3 Fair Market Value Limitation. To the extent that options designated as Incentive Stock Options (granted under all stock option plans of
the Participating Company Group, including the Plan) become exercisable by an Optionee for the first time during any calendar year for Stock having a Fair Market Value greater than $100,000, the portions of such options which exceed such amount
shall be treated as Nonstatutory Stock Options. For purposes of this Section 5.3, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of stock shall be
determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section 5.3, such different limitation shall be deemed incorporated herein effective
as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in
this Section 5.3, the Optionee may designate which portion of such Option the Optionee is exercising. In the absence of such designation, the Optionee shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate
certificates representing each such portion shall be issued upon the exercise of the Option. 
  

	6.	Terms and Conditions of Options. 

  
 Options shall be evidenced by Option Agreements specifying the number of shares of Stock covered thereby, in such form as the Board shall from time to
time establish. No Option or purported Option shall be a valid and binding obligation of the Company unless evidenced by a fully executed Option Agreement. Option Agreements may incorporate all or any of the terms of the Plan by reference and shall
comply with and be subject to the following terms and conditions: 
  
 6.1 Exercise Price. The exercise price for each Option shall be established in the discretion of the Board; provided, however, that (a) the exercise price per share for an Incentive Stock Option shall be not less than
the Fair Market Value of a share of Stock on the effective date of grant of the Option, (b) the exercise price per share for a Nonstatutory Stock Option shall be not less than 85% of the Fair Market Value of a share of Stock on the effective date of
grant of the Option, and (c) no Option granted to a Ten Percent Owner Optionee shall have an exercise price per share less than 110% of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the
foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution
for another option in a manner qualifying under the provisions of Section 424(a) of the Code. 
  

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 6.2 Exercise Period. Options shall be exercisable at such time or times, or upon such event
or events, and subject to such terms, conditions, performance criteria, and restrictions as shall be determined by the Board and set forth in the Option Agreement evidencing such Option; provided, however, that (a) no Option shall be
exercisable after the expiration of 10 years after the effective date of grant of such Option, (b) no Incentive Stock Option granted to a Ten Percent Owner Optionee shall be exercisable after the expiration of five years after the effective date of
grant of such Option, and (c) no Option granted to a prospective Employee, prospective Consultant or prospective Director may become exercisable prior to the date on which such person commences Service with a Participating Company. Subject to the
foregoing, unless otherwise specified by the Board in the grant of an Option, any Option granted hereunder shall have a term of 10 years from the effective date of grant of the Option. 
  
 6.3 Payment of Exercise Price. 
  
 (a) Forms of Consideration Authorized. Except as otherwise
provided below, payment of the exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares
of Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such stock by reason of federal or state securities laws or agreements with an underwriter
for the Company) not less than the exercise price, (iii) by the assignment of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise
complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System) (a “Cashless Exercise”), (iv) with the Board’s consent, by the Optionee’s promissory note in
a form approved by the Company, (v) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (vi) by any combination thereof. The Board may at any time or from time to time, by
adoption of or by amendment to the standard forms of Option Agreement described in Section 7, or by other means, grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which
otherwise restrict one or more forms of consideration. 
  
 (b) Limitations on Forms of Consideration. 
  
 (i) Tender of Stock. Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would
constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. Unless otherwise provided by the Board, an Option may not be exercised by tender to the Company, or attestation to
the ownership, of shares of Stock unless such shares either have been owned by the Optionee for more than six months or were not acquired, directly or indirectly, from the Company. 
  
 (ii) Cashless Exercise. The Company reserves, at any and all times, the right, in the Company’s
sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise. 
  
 (iii) Payment by Promissory Note. No promissory note shall be permitted if the exercise of an Option
using a promissory note would be a violation of any law. Any permitted promissory note shall be on such terms as the Board shall determine at the time the Option is granted. The Board shall have the authority to permit or require the Optionee to
secure any promissory note used to exercise an Option with the shares of Stock acquired upon the exercise of the Option or with other collateral acceptable to the Company. Unless otherwise provided by the Board, if the Company at any time is subject
to the regulations promulgated by the Board of Governors of the Federal Reserve System or any other governmental entity affecting the extension of credit in connection with the Company’s securities, any promissory note shall comply with such
applicable regulations, and the Optionee shall pay the unpaid principal and accrued interest, if any, to the extent necessary to comply with such applicable regulations. 
  

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 6.4 Tax Withholding. The Company shall have the right, but not the obligation, to deduct
from the shares of Stock issuable upon the exercise of an Option, or to accept from the Optionee the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the federal,
state, local and foreign taxes, if any, required by law to be withheld by the Participating Company Group with respect to such Option or the shares acquired upon the exercise thereof. Alternatively or in addition, in its discretion, the Company
shall have the right to require the Optionee, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise, to make adequate provision for any such tax withholding obligations of the Participating Company Group
arising in connection with the Option or the shares acquired upon the exercise thereof. The Company shall have no obligation to deliver shares of Stock or to release shares of Stock from an escrow established pursuant to the Option Agreement until
the Participating Company Group’s tax withholding obligations have been satisfied by the Optionee. 
  
 6.5 Repurchase Rights. Shares issued under the Plan may be subject to a right of first refusal, one or more repurchase options, or other
conditions and restrictions as determined by the Board in its discretion at the time the Option is granted. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to
one or more persons as may be selected by the Company. Upon request by the Company, each Optionee shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the
Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions. 
  
 6.6 Effect of Termination of Service. 
  
 (a) Option Exercisability. Subject to earlier
termination of the Option as otherwise provided herein, an Option shall be exercisable after an Optionee’s termination of Service as follows: 
  
 (i) Disability. If the Optionee’s Service with the Participating Company Group is terminated because of the Disability of the
Optionee, the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee (or the Optionee’s guardian or legal representative) at any time prior to the
expiration of six months (or such longer period of time as determined by the Board, in its discretion) after the date on which the Optionee’s Service terminated, but in any event no later than the date of expiration of the Option’s term as
set forth in the Option Agreement evidencing such Option (the “Option Expiration Date”). 
  
 (ii) Death. If the Optionee’s Service with the Participating Company Group is terminated because of the death of the Optionee,
the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee’s legal representative or other person who acquired the right to exercise the Option by reason
of the Optionee’s death at any time prior to the expiration of six months (or such longer period of time as determined by the Board, in its discretion) after the date on which the Optionee’s Service terminated, but in any event no later
than the Option Expiration Date. The Optionee’s Service shall be deemed to have terminated on account of death if the Optionee dies within 30 days (or such longer period of time as determined by the Board, in its discretion) after the
Optionee’s termination of Service. 
  
 (iii)
Other Termination of Service. If the Optionee’s Service with the Participating Company Group terminates for any reason, except Disability or death, the Option, to the extent unexercised and exercisable by the Optionee on the date on
which the Optionee’s Service terminated, may be exercised by the Optionee within 30 days (or such longer period of time as determined by the Board, in its discretion) after the date on which the Optionee’s Service terminated, but in any
event no later than the Option Expiration Date. 
  
 (b) Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of an Option within the applicable time periods set forth in Section 6.6(a) is prevented by the provisions of Section 11 below, the Option
shall remain exercisable until 30 days (or such longer period of time as determined by the 

  

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Board, in its discretion) after the date the Optionee is notified by the Company that the Option is exercisable, but in any event no later than the Option
Expiration Date. 
  
 (c) Extension if Optionee
Subject to Section 16(b). Notwithstanding the foregoing, if a sale within the applicable time periods set forth in Section 6.6(a) of shares acquired upon the exercise of the Option would subject the Optionee to liability under Section 16(b)
of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the 10th day following the date on which a sale of such shares by the optionee would no longer be subject to such liability, (ii) the 190th day after the
Optionee’s termination of Service, or (iii) the Option Expiration Date. 
  

	7.	Standard Forms of Option Agreement. 

  
 7.1 General. Unless otherwise provided by the Board at the time the Option is granted, an Option shall comply with and be subject to the
terms and conditions set forth in the appropriate standard form of Option Agreement adopted by the Board concurrently with its adoption of the Plan and as amended from time to time. 
  
 7.2 Authority to Vary Terms The Board shall have the authority
from time to time to vary the terms of any of the standard forms of Option Agreement described in this Section 7 either in connection with the grant or amendment of an individual Option or in connection with the authorization of a new standard form
or forms; provided, however, that the terms and conditions of any such new, revised or amended standard form or forms of Option Agreement are not inconsistent with the terms of the Plan. 
  

	8.	Change in Control. 

  
 8.1 Definitions 
  
 (a) An “Ownership Change Event” shall be deemed to have occurred if any of the following occurs with respect to the Company: (i)
the direct or indirect sale or exchange in a single or series of related transactions by the shareholders of the Company of more than 50% of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; (iii) the
sale, exchange, or transfer of all or substantially all of the assets of the Company; or (iv) the complete liquidation or dissolution of the Company. 
  
 (b) A “Change in Control” shall mean an Ownership Change Event or a series of related Ownership Change Events (collectively, a
“Transaction”) wherein the shareholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting
stock immediately before the Transaction, direct or indirect beneficial ownership of more than 50% of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the
Company were transferred (the “Transferee Corporation(s)”), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting
stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to
determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive. 
  
 8.2 Effect of Change in Control on Options. In the event of a Change
in Control, the vesting of each outstanding Option shall automatically accelerate by 12 months. Notwithstanding the foregoing, shares acquired upon exercise of an Option prior to the Change in Control and any consideration received pursuant to the
Change in Control with respect to such shares shall continue to be subject to all applicable provisions of the Option Agreement evidencing such Option except as otherwise provided in such Option Agreement. 
  

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	9.	Provision of Information. 

  
 At least annually, copies of the Company’s balance sheet and income statement for the just completed fiscal year shall be made available to each
Optionee and purchaser of shares of Stock upon the exercise of an Option. The Company shall not be required to provide such information to key employees whose duties in connection with the Company assure them access to equivalent information.

  

	10.	Nontransferability of Options. 

  
 During the lifetime of the Optionee, an Option shall be exercisable only by the Optionee or the Optionee’s guardian or legal representative. No
Option shall be assignable or transferable by the Optionee, except by will or by the laws of descent and distribution. 
  

	11.	Compliance with Securities Law. 

  
 The grant of Options and the issuance of shares of Stock upon exercise of Options shall be subject to compliance with all applicable requirements of
federal, state and foreign law with respect to such securities. Options may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or
regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Option may be exercised unless (a) a registration statement under the Securities Act shall at the time of exercise of the
Option be in effect with respect to the shares issuable upon exercise of the Option or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable
exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful
issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of any
Option, the Company may require the Optionee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be
requested by the Company. 
  

	12.	Indemnification. 

  
 In addition to such other rights of indemnification as they may have as members of the Board or officers or employees of the Participating Company Group,
members of the Board and any officers or employees of the Participating Company Group to whom authority to act for the Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’
fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or
in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties;
provided, however, that within 60 days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same. 
  

	13.	Termination or Amendment of Plan. 

  
 The Board may terminate or amend the Plan at any time. However, subject to changes in applicable law, regulations or rules that would permit otherwise,
without the approval of the Company’s shareholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 4.2), (b) no change in the
class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company’s shareholders under any applicable law, regulation or rule. In any event, no termination or
amendment of the Plan may adversely affect 

  

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any then outstanding Option or any unexercised portion thereof, without the consent of the Optionee, unless such termination or amendment is required to
enable an Option designated as an Incentive Stock Option to qualify as an Incentive Stock Option or is necessary to comply with any applicable law, regulation or rule. 
  

	14.	Shareholder Approval. 

  
 The Plan or any increase in the maximum aggregate number of shares of Stock issuable thereunder as provided in Section 4.1 (the “Authorized
Shares”) shall be approved by the shareholders of the Company within 12 months of the date of adoption thereof by the Board. Options granted prior to shareholder approval of the Plan or in excess of the Authorized Shares previously approved by
the shareholders shall become exercisable no earlier than the date of shareholder approval of the Plan or such increase in the Authorized Shares, as the case may be. Options granted to executive officers subject to Section 162(m) of the Code shall
be contingent on shareholder approval of the material terms of the Plan to the extent required under Section 162(m) of the Code. 
  
 IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing 1998 Stock Option Plan was duly adopted by the Board on December
23, 1998. 
  

	
	
	/s/
	Secretary


  

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