**EXHIBIT 10.5B**

 

**NetIQ CORPORATION**

 

**2002 STOCK PLAN**

 

1. Purposes of the Plan. The purposes of this 2002 Stock Plan are: 

 

 

 

 

Options granted under the Plan will be Nonstatutory Stock Options. Stock Purchase Rights may also be granted under the Plan. 

 

2. Definitions. As used herein, the following definitions shall apply:

 

(a) “Administrator” means the Board or anyof its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan. 

 

(b) “Applicable Laws” means the requirements relating to the administration of stock option plans under U. S. state corporate laws, U.S.federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Options or Stock Purchase Rights are, or will be,granted under the Plan. 

 

(c) “Board” means theBoard of Directors of the Company. 

 

(d)“Cause” means (i) any act of personal dishonesty taken by the Optionee in connection with his responsibilities as an Employee which is intended to result in substantial personal enrichment of the Optionee, (ii) the Optionee’sconviction of a felony which the Board reasonably believes has had or will have a material detrimental effect on the Company’s reputation or business, (iii) a willful act by the Optionee which constitutes misconduct and is injurious to theCompany, and (iv) continued willful violations by the Optionee of the Optionee’s obligations to the Company after there has been delivered to the Optionee a written demand for performance from the Company which describes the basis for theCompany’s belief that the Optionee has not substantially performed his duties. 

 

(e) “Change of Control” means the occurrence of any of the following events: 

 

(i) the approval by shareholders of the Company of a merger or consolidation of the Company with any other corporation, other than a merger orconsolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more thanfifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; 

 

(ii) any approval by the shareholders of the Company of a plan of complete liquidation of the Company or an agreement forthe sale or disposition by the Company of all or substantially all of the Company’s assets; 

 

(iii) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the“beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; or

(iv) a change in the composition of the Board, as a result of which fewer than a majority of theDirectors are Incumbent Directors. “Incumbent Directors” shall mean Directors who either (A) are Directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of atleast a majority of those Directors whose election or nomination was not in connection with any transaction described in subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest relating to the election of directorsof the Company. 

 

(f) “Code” means the InternalRevenue Code of 1986, as amended. 

 

(g)“Committee” means a committee of Directors appointed by the Board in accordance with Section 4 of the Plan. 

 

(h) “Common Stock” means the common stock of the Company. 

 

(i) “Company” means NetIQ Corporation, Inc., a Delaware corporation. 

 

(j) “Consultant” means any person, including an advisor,engaged by the Company or a Parent or Subsidiary to render services to such entity. 

 

(k) “Director” means a member of the Board. 

 

(l) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code. 

 

(m) “Employee” means any person (excluding Officers and Directors) employed by the Company or any Parent or Subsidiary of the Company. AService Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. 

 

(n) “Exchange Act” means the Securities Exchange Act of1934, as amended. 

 

(o) “Fair Market Value”means, as of any date, the value of Common Stock determined as follows: 

 

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, itsFair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the time of determination, as reported in *The WallStreet Journal* or such other source as the Administrator deems reliable; 

 

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low askedprices for the Common Stock on the last market trading day prior to the day of determination, as reported in *The Wall Street Journal* or such other source as the Administrator deems reliable; or 

 

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

 

(p) “Nonstatutory Stock Option” means an Option not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. 

 

(q) “Notice of Grant” means a written or electronic noticeevidencing certain times and conditions of an individual Option or Stock Purchase Right grant. The Notice of Grant is part of the Option Agreement. 

 

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(r) “Officer” means a person who is an officer of the Company as set forth in theCompany’s by-laws. 

 

(s) “Option” means astock option granted pursuant to the Plan. 

 

(t) “OptionAgreement” means an agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. 

 

(u) “Option Exchange Program” means a program wherebyoutstanding Options are surrendered in exchange for Options with a lower exercise price. 

 

(v) “Optioned Stock” means the Common Stock subject to an Option or Stock Purchase Right. 

 

(w) “Optionee” means the holder of an outstanding Option or Stock Purchase Right granted under the Plan. 

 

(x) “Plan” means this 2002 Stock Option Plan, as amendedfrom time to time. 

 

(y) “Restricted Stock”means shares of Common Stock acquired pursuant to a grant of Stock Purchase Rights under Section 11 of the Plan. 

 

(z) “Restricted Stock Purchase Agreement” means a written agreement between the Company and the Optionee evidencing the terms andrestrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant. 

 

(aa) “Service Provider” means an Employee or Consultant. 

 

(bb) “Share” means a share of the Common Stock, as adjustedin accordance with Section 13 of the Plan. 

 

(cc) “StockPurchase Right” means the right to purchase Common Stock pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant. 

 

(dd) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of theCode. 

 

3. Stock Subject to the Plan. Subject to theprovisions of Section 13 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is 1,500,000 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. 

 

If an Option or Stock Purchase Right expires or becomes unexercisable withouthaving been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated); provided,however, that Shares that have actually been issued under the Plan, whether upon exercise of an Option or Right, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares ofRestricted Stock are repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the Plan. 

 

4. Administration of the Plan. 

 

(a) Procedure. The Plan shall be administered by (A) the Board or (B) a Committee, which committee shall be constituted to satisfy Applicable Laws.

 

(b) Powers of the Administrator. Subject to theprovisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion: 

 

(i) to determine the Fair Market Value; 

 

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(ii) to select the Service Providers to whom Options and Stock Purchase Rights may be granted hereunder;

 

(iii) to determine the number of shares of Common Stock to becovered by each Option and Stock Purchase Right granted hereunder; 

 

(iv) to approve forms of agreement for use under the Plan; 

 

(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Option or Stock Purchase Right granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time ortimes when Options or Stock Purchase Rights may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or Stock Purchase Rightor the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; 

 

(vi) to reduce the exercise price of any Option or Stock Purchase Right to the then current Fair Market Value if the Fair Market Value of the CommonStock covered by such Option or Stock Purchase Right shall have declined since the date the Option or Stock Purchase Right was granted; 

 

(vii) to institute an Option Exchange Program; 

 

(viii) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan; 

 

(ix) to prescribe, amend and rescind rules and regulations relating to thePlan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws; 

 

(x) to modify or amend each Option or Stock Purchase Right (subject to Section 15(b) of the Plan), including the discretionary authority to extend thepost-termination exercisability period of Options longer than is otherwise provided for in the Plan; 

 

(xi) to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of anOption or Stock Purchase Right that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld isto be determined. All elections by an Optionee to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable; 

 

(xii) to authorize any person to execute on behalf of the Company anyinstrument required to effect the grant of an Option or Stock Purchase Right previously granted by the Administrator; 

 

(xiii) to make all other determinations deemed necessary or advisable for administering the Plan. 

 

(c) Effect of Administrator’s Decision. The Administrator’sdecisions, determinations and interpretations shall be final and binding on all Optionees and any other holders of Options or Stock Purchase Rights. 

 

5. Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may be granted to Service Providers. Directors and Officers shall not beeligible for awards under the Plan. 

 

6. Limitations.Neither the Plan nor any Option or Stock Purchase Right shall confer upon an Optionee any right with respect to continuing the Optionee’s relationship as a Service Provider with the Company, nor shall they interfere in any way with theOptionee’s right or the Company’s right to terminate such relationship at any time, with or without cause. 

 

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7. Term of Plan. The Plan shall become effective upon its adoption by the Board. It shall continuein effect for a term of ten (10) years unless terminated earlier under Section 15 of the Plan. 

 

8. Term of Option. The term of each Option shall be stated in the Option Agreement. 

 

9. Option Exercise Price and Consideration. 

 

(a) Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by theAdministrator, subject to the following: 

 

(i) The per Shareexercise price shall be determined by the Administrator. 

 

(ii)Notwithstanding the foregoing, Options may be granted with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a merger or other corporate transaction. 

 

(b) Waiting Period and Exercise Dates. At the time an Option isgranted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be exercised. 

 

(c) Form of Consideration. The Administrator shall determine the acceptable form of consideration for exercising anOption, including the method of payment. Such consideration may consist entirely of: 

 

(i) cash; 

 

(ii) check;

 

(iii) promissory note; 

 

(iv) other Shares which (A) in the case of Shares acquired upon exercise ofan option, have been owned by the Optionee for more than six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;

 

(v) consideration received by the Company under a cashlessexercise program implemented by the Company in connection with the Plan; 

 

(vi) a reduction in the amount of any Company liability to the Optionee, including any liability attributable to the Optionee’s participation in any Company-sponsored deferred compensation program or arrangement;

 

(vii) any combination of the foregoing methods of payment; or

 

(viii) such other consideration and method of payment for theissuance of Shares to the extent permitted by Applicable Laws. 

 

10. Exercise of Option. 

 

(a) Procedure forExercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. Unlessthe Administrator provides otherwise, vesting of Options granted hereunder shall be tolled during any unpaid leave of absence. An Option may not be exercised for a fraction of a Share. 

 

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An Option shall be deemed exercised when the Company receives: (i) written or electronic notice ofexercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method ofpayment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his orher spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall existwith respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for whichthe record date is prior to the date the Shares are issued, except as provided in Section 13 of the Plan. 

 

Exercising an Option in any manner shall decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option,by the number of Shares as to which the Option is exercised. 

 

(b) Termination of Relationship as a Service Provider. Subject to Section 13, if an Optionee ceases to be a Service Provider (but not in the event of an Optionee’s change of status from Employee to Consultant or from Consultantto Employee), such Optionee may, but only within such period of time as is specified in the Option Agreement (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise his or her Optionto the extent that Optionee was entitled to exercise it at the date of such termination. In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for three (3) months following the Optionee’s termination.If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Optionwithin the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 

 

(c) Disability of Optionee. If an Optionee ceases to be a Service Provider as a result of the Optionee’s Disability, the Optionee may, butonly within twelve (12) months from the date of such termination (and in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise his or her Option the extent the Option is vested on the dateof termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise hisor her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 

 

(d) Death of Optionee. If an Optionee dies while a Service Provider, the Option may be exercised at any time within twelve (12) months followingthe date of death (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant), by the Optionee’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance, butonly to the extent that the Option is vested on the date of death. If, at the time of death, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan.The Option may be exercised by the executor or administrator of the Optionee’s estate or, if none, by the person(s) entitled to exercise the Option under the Optionee’s will or the laws of descent or distribution. If the Option is not soexercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 

 

(e) Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares an Option previously granted based onsuch terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made. 

 

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11. Stock Purchase Rights. 

 

(a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with otherawards granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing or electronically, by means of a Notice ofGrant, of the terms, conditions and restrictions related to the offer, including the number of Shares that the offeree shall be entitled to purchase, the price to be paid, and the time within which the offeree must accept such offer. The offer shallbe accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator. 

 

(b) Repurchase Option. Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchaseoption exercisable upon the voluntary or involuntary termination of the purchaser’s service with the Company for any reason (including death or Disability). The purchase price for Shares repurchased pursuant to the Restricted Stock PurchaseAgreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at a rate determined by the Administrator. 

 

(c) Other Provisions. The Restricted Stock Purchase Agreement shallcontain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. 

 

(d) Rights as a Shareholder. Once the Stock Purchase Right is exercised, the purchaser shall have the rights equivalent to those of a shareholder,and shall be a shareholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made for a dividend or other right for which the record date is prior to the date the StockPurchase Right is exercised, except as provided in Section 13 of the Plan. 

 

12. Non-Transferability of Options and Stock Purchase Rights. Unless determined otherwise by the Administrator, an Option or Stock Purchase Right may not be sold, pledged, assigned, hypothecated, transferred,or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. If the Administrator makes an Option or Stock Purchase Right transferable,such Option or Stock Purchase Right shall contain such additional terms and conditions as the Administrator deems appropriate. 

 

13. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale. 

 

(a) Changes in Capitalization. The number of shares of Common Stock covered by each outstanding Option and StockPurchase Right and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options or Stock Purchase Rights have yet been granted or which have been returned to the Plan upon cancellation orexpiration of an Option or Stock Purchase, as well as the price per share of Common Stock covered by each such outstanding Option or Stock Purchase Right, shall be proportionately adjusted for any increase or decrease in the number of issued sharesof Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt ofconsideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whosedetermination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and noadjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option or Stock Purchase Right. 

 

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify eachOptionee as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for an Optionee to have the right to exercise his or her Option until ten (10) days prior to 

 

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such transaction as to all of the Optioned Stock covered thereby, including Shares as to which the Option would nototherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option applicable to any Shares purchased upon exercise of an Option or Stock Purchase Right shall lapse as to all such Shares, provided the proposeddissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Option or Stock Purchase Right will terminate immediately prior to the consummation of such proposed action.

 

(c) Merger or Asset Sale. Subject to subsection (d), inthe event of a merger of the Company with or into another corporation, or the sale of substantially all of the assets of the Company, each outstanding Option and Stock Purchase Right shall be assumed or an equivalent option or right substituted bythe successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Option or Stock Purchase Right, the Optionee shall fully vest in and have the rightto exercise the Option or Stock Purchase Right as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option or Stock Purchase Right becomes fully vested and exercisable in lieu ofassumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Optionee in writing or electronically that the Option or Stock Purchase Right shall be fully vested and exercisable for a period of fifteen(15) days from the date of such notice, and the Option or Stock Purchase Right shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option or Stock Purchase Right shall be considered assumed if, following themerger or sale of assets, the option or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option or Stock Purchase Right immediately prior to the merger or sale of assets, the consideration (whetherstock, cash, or other securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type ofconsideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or sale of assets is not solely common stock of the successor corporation or its Parent, theAdministrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option or Stock Purchase Right, for each Share of Optioned Stock subject to the Option or Stock Purchase Right,to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets. 

 

(d) Termination Following a Change of Control. If, at any time withintwelve (12) months after a Change of Control, an Optionee’s status as Employee is terminated for any reason other than Cause, the vesting and exercisability of each outstanding Option or Stock Purchase Right shall be automatically acceleratedin full. The Option or Stock Purchase Right shall remain exercisable in accordance with Section 10 and the Option Agreement. 

 

14. Date of Grant. The date of grant of an Option or Stock Purchase Right shall be, for all purposes, the date on which the Administrator makes thedetermination granting such Option or Stock Purchase Right, or such other later date as is determined by the Administrator. Notice of the determination shall be provided to each Optionee within a reasonable time after the date of such grant.

 

15. Amendment and Termination of the Plan. 

 

(a) Amendment and Termination. The Board may at any time amend,alter, suspend or terminate the Plan. 

 

(b) Effect ofAmendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writingand signed by the Optionee and the Company. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of suchtermination. 

 

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16. Conditions Upon Issuance of Shares. 

 

(a) Legal Compliance. Shares shall not be issued pursuant to theexercise of an Option or Stock Purchase Right unless the exercise of such Option or Stock Purchase Right and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for theCompany with respect to such compliance. 

 

(b) InvestmentRepresentations. As a condition to the exercise of an Option or Stock Purchase Right, the Company may require the person exercising such Option or Stock Purchase Right to represent and warrant at the time of any such exercise that the Shares arebeing purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required. 

 

17. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body havingjurisdiction, which authority is deemed by the Company’s 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 towhich such requisite authority shall not have been obtained. 

 

18. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 

 

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