1999 Stock Plan



 Exhibit 10.5 
  
 CONOR MEDSYSTEMS, INC. 
 1999 STOCK PLAN 
  
 ADOPTED BY THE BOARD OF DIRECTORS ON NOVEMBER 1, 1999 
 APPROVED BY THE STOCKHOLDERS ON JANUARY 29, 2000 
 AMENDED BY THE BOARD ON OCTOBER 9, 2000 
 AS APPROVED BY THE STOCKHOLDERS ON NOVEMBER 9, 2000 
 AMENDED BY THE BOARD ON DECEMBER 19, 2001 
 AS APPROVED BY THE STOCKHOLDERS ON MAY 1, 2002 
 AMENDED BY THE BOARD ON MAY 17, 2002 
 AS APPROVED BY THE STOCKHOLDERS ON MAY 17, 2002 
 AMENDED BY THE BOARD ON FEBRUARY 27, 2003 
 AMENDED BY THE BOARD ON AUGUST 5, 2003 
 AS APPROVED BY THE STOCKHOLDERS ON AUGUST 5, 2003 
 AMENDED BY THE BOARD ON JANUARY 14, 2004 
 AMENDED BY THE BOARD ON MAY 18, 2004 
 AMENDED BY THE BOARD ON JUNE 9, 2004 
 AS APPROVED BY THE STOCKHOLDERS ON JULY 30, 2004 
 AMENDED BY THE BOARD ON NOVEMBER 4, 2004 
 AS APPROVED BY THE STOCKHOLDERS ON NOVEMBER 22, 2004 
  

  
 1. Purposes of the Plan. The purposes of this Stock Plan are to attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as
determined by the Administrator at the time of grant. 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 any of its Committees as shall be administering the Plan in
accordance with Section 4 hereof. 
  
 (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 other country or jurisdiction where Options or Stock Purchase Rights are granted under the Plan. 
  
 (c) “Board” means the Board of Directors of the Company. 







 (d) “Change of Control” means (i) the consummation of a merger, reorganization or other
transaction or series of related transactions following which the stockholders of the Company immediately prior to the transaction own less than 50% of the total voting power represented by the voting securities of the surviving entity (or its
parent) outstanding immediately after the transaction, and the directors serving on the Board immediately prior to such transaction fail to constitute a majority of the board of directors of the surviving entity (or its parent) immediately after
such transaction; or (ii) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets. 
  
 (e) “Code” means the Internal Revenue Code of 1986, as amended. 
  
 (f) “Committee” means a committee of Directors appointed by the Board in accordance with Section 4 hereof.

  
 (g) “Common Stock” means the Common Stock of
the Company. 
  
 (h) “Company” means Conor
Medsystems, Inc., a Delaware corporation. 
  
 (i)
“Consultant” means any person who is engaged by the Company or any Parent or Subsidiary to render consulting or advisory services to such entity. 
  
 (j) “Director” means a member of the Board of Directors of the Company. 
  
 (k) “Employee” means any person, including Officers and
Directors, employed by the Company or any Parent or Subsidiary of the Company. A Service 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. For purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment
upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 181st day of such leave any Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax
purposes as a Nonstatutory Stock Option. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company. 
  
 (l) “Exchange Act” means the Securities Exchange Act of
1934, as amended. 
  
 (m) “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, its
Fair 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 Wall
Street Journal or such other source as the Administrator deems reliable; 
  

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 (ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are
not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination; or 
  
 (iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in
good faith by the Administrator. 
  
 (n) “Incentive Stock
Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code. 
  
 (o) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option. 
  
 (p) “Officer” means a person who is an officer of the
Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 
  
 (q) “Option” means a stock option granted pursuant to the Plan. 
  
 (r) “Option Agreement” means a written or electronic 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. 
  
 (s) “Option Exchange Program” means a program whereby outstanding Options are exchanged for Options with a lower exercise price.

  
 (t) “Optioned Stock” means the Common Stock
subject to an Option or a Stock Purchase Right. 
  
 (u)
“Optionee” means the holder of an outstanding Option or Stock Purchase Right granted under the Plan. 
  
 (v) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

  
 (w) “Plan” means this 1999 Stock Plan.

  
 (x) “Restricted Stock” means shares of Common
Stock acquired pursuant to a grant of a Stock Purchase Right under Section 11 below. 
  
 (y) “Section 16(b) “ means Section 16(b) of the Securities Exchange Act of 1934, as amended. 
  

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 (z) “Service Provider” means an Employee, Director or Consultant. 
  
 (aa) “Share” means a share of the Common Stock, as adjusted
in accordance with Section 12 below. 
  
 (bb) “Stock
Purchase Right” means a right to purchase Common Stock pursuant to Section 11 below. 
  
 (cc) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code. 
  
 3. Stock Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of
Shares which may be subject to option and sold under the Plan is 6,723,612 Shares. The Shares may be authorized but unissued, or reacquired Common Stock. 
  
 If an Option or Stock Purchase Right expires or becomes unexercisable without having 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). If any Shares issued to an Optionee pursuant to an Option or Stock Purchase Right
are forfeited back to or repurchased at a price no greater than the Optionee’s original purchase price by the Company, including, but not limited to, any repurchase or forfeiture caused by the failure to meet a contingency or condition required
for the vesting of such shares, then the forfeited or reacquired Shares shall revert to and again become available for issuance under the Plan. Notwithstanding the foregoing and subject to the provisions of Section 12 relating to certain
capitalization adjustments, the aggregate number of shares of Common Stock that may be issued as Incentive Stock Options shall be 6,723,612 Shares. 
  
 4. Administration of the Plan. 
  
 (a) The Plan shall be administered by the Board or a Committee appointed by the Board, which Committee shall be constituted to comply with Applicable
Laws. 
  
 (b) Powers of the Administrator. Subject to the
provisions of the Plan and, in the case of a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its discretion: 

 
 (i) to determine the Fair Market Value; 
  
 (ii) to select the Service Providers to whom Options and Stock Purchase
Rights may from time to time be granted hereunder; 
  
 (iii) to
determine the number of Shares to be covered by each such award granted hereunder; 
  
 (iv) to approve forms of agreement for use under the Plan; 
  

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 (v) to determine the terms and conditions, of any Option or Stock Purchase Right granted hereunder. Such
terms and conditions include, but are not limited to, the exercise price, the time or times 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 Right or the Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; 
  
 (vi) to determine whether and under what circumstances an Option may be
settled in cash under subsection 9(e) instead of Common Stock; 
  
 (vii) to reduce the exercise price of any Option to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option has declined since the date the Option was granted; 
  
 (viii) to initiate an Option Exchange Program; 
  
 (ix) to prescribe, amend and rescind rules and regulations relating to the
Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws; 
  
 (x) to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an
Option 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 is
to be determined. All elections by Optionees 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; and 
  
 (xi) to construe and interpret the terms of the Plan and awards granted
pursuant to the Plan. 
  
 (c) Effect of Administrator’s
Decision. All decisions, determinations and interpretations of the Administrator shall be final and binding on all Optionees. 
  
 5. Eligibility. 
  
 (a) Nonstatutory Stock Options and Stock Purchase Rights may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

  
 (b) Each Option shall be designated in the Option Agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first
time by the Optionee during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated 
  

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 as Nonstatutory Stock Options. For purposes of this Section 5(b), Incentive Stock Options shall be taken into account in
the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted. 
  

(c) Neither the Plan nor any Option or Stock Purchase Right shall confer upon any Optionee any right with respect to continuing the Optionee’s
relationship as a Service Provider with the Company, nor shall it interfere in any way with his or her right or the Company’s right to terminate such relationship at any time, with or without cause. 
  
 6. Term of Plan. The Plan shall become effective upon its adoption by
the Board. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 14 of the Plan. 
  
 7. Term of Option. The term of each Option shall be stated in the Option Agreement; provided, however, that the term shall be no more than ten (10)
years from the date of grant thereof. In the case of an Incentive Stock Option granted to an Optionee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the term of the Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Option Agreement. 
  
 8. Option Exercise Price and Consideration. 
  
 (a) The per share exercise price for the Shares to be issued upon exercise of an Option shall be such price as is determined
by the Administrator, but shall be subject to the following: 
  
 (i) In the case of an Incentive Stock Option 
  
 (A)
granted to an Employee who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the exercise price shall be no less than
110% of the Fair Market Value per Share on the date of grant. 
  
 (B) granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. 
  
 (ii) In the case of a Nonstatutory Stock Option 
  
 (A) granted to a Service Provider who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of
all classes of stock of the Company or any Parent or Subsidiary, to the extent required by Section 260.140.41 of Title 10 of the California Code of Regulations, the exercise price shall be no less than 110% of the Fair Market Value per Share on the
date of the grant. 
  
 (B) granted to any other Service Provider,
the per Share exercise price shall be no less than 85% of the Fair Market Value per Share on the date of grant. 
  

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 (iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than
as required above pursuant to a merger or other corporate transaction. 
  
 (b) The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the
time of grant). Such consideration may consist of (1) cash, (2) check, (3) promissory note, (4) other Shares which (x) in the case of Shares acquired upon exercise of an Option, have been owned by the Optionee for more than six months on the date of
surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (5) consideration received by the Company under a cashless exercise program
implemented by the Company in connection with the Plan, or (6) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such
consideration may be reasonably expected to benefit the Company. Notwithstanding the foregoing, the interest rate payable under the terms of the promissory note shall not be less than the minimum rate (if any) required to avoid (i) the imputation of
additional interest under the Code and (ii) if applicable, the treatment of an Option as a variable award for financial accounting purposes. 
  
 9. Exercise of Option. 
  
 (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable according to the terms hereof at such times
and under such conditions (which may be based on performance or other criteria) as determined by the Administrator and set forth in the Option Agreement; provided, however, that to the extent that the following restrictions on vesting
are required by Section 260.140.41(f) of Title 10 of the California Code of Regulations at the time of the grant of the Option, then: (i) Options granted to an Employee who is not an Officer, Director or Consultant shall provide for vesting of the
total number of Shares at a rate of at least 20% per year over five (5) years from the date the Option is granted, subject to reasonable conditions such as continued employment, and (ii) Options granted to Officers, Directors or Consultants may be
made exercisable, subject to reasonable conditions such as continued employment, at any time or during any period established by the Company. Unless the Administrator provides otherwise, vesting of Options granted hereunder shall be tolled during
any unpaid leave of absence. 
  
 An Option may, but need not,
include a provision whereby the Optionee may elect at any time before the voluntary or involuntary termination of the Optionee’s service with the Company for any reason (including death or disability) to exercise the Option as to any part or
all of the Shares subject to the Option prior to the full vesting of the Option. Any unvested shares of Common Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Administrator determines
to be appropriate; provided, however, that (i) the repurchase price shall be the lower of (a) the Fair Market Value of the Shares on the date of repurchase or (b) their original purchase price; and (ii) to the extent required by
Section 260.140.41 
  

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 and Section 260.140.42 of Title 10 of the California Code of Regulations, at the time an Option is granted, any
repurchase option contained in an Option granted to a Service Provider who is not an Officer, Director or Consultant shall provide that (a) the right to repurchase at the original purchase price shall lapse at the rate of at least 20% of the Shares
per year over five (5) years from the date the Option is granted (without respect to the date the Option was exercised or became exercisable) and (b) the right to repurchase shall be exercised for cash or cancellation of purchase money indebtedness
for the Shares within ninety (90) days of the voluntary or involuntary termination of the Optionee’s service with the Company for any reason (or in the case of Shares issued upon exercise of Options after such date of termination, within ninety
(90) days after the date of the exercise) or such longer period as may be agreed to by the Company and the Optionee (for example, for purposes of satisfying the requirements of Section 1202(c)(3) of the Code regarding “qualified small business
stock”). 
  
 An Option shall be deemed exercised when the
Company receives: (i) written or electronic notice of exercise (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 of payment 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 or her 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 exist with respect to the Shares, 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 which the record date is prior to the date the Shares are issued, except as provided in Section 12 of the Plan. An Option may not be exercised for a fraction of a Share. 
  
 Exercise of an Option in any manner shall result in a decrease in 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. If an Optionee ceases to be a Service Provider, such Optionee may exercise his or her Option
within such period of time as is specified in the Option Agreement (of at least thirty (30) days) to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as set forth in
the Option Agreement). 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 Option within 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 exercise his or her Option within such period of 
  

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 time as is specified in the Option Agreement (of at least 6 months) to the extent the Option is vested on the date of
termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following
the Optionee’s termination. If such disability is not a “disability” as such term is defined in Section 22(e)(3) of the Code, in the case of an Incentive Stock Option such Incentive Stock Option shall automatically cease to be treated
as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option on the day three months and one day following such 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 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 within such period of time as is specified in the Option Agreement (of at least 6 months 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, but only to the extent that the Option is vested on the date of death. In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Optionee’s termination. 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 so exercised 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 on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made. 
  
 10. Non-Transferability of Options and Stock Purchase Rights. Options
and Stock Purchase Rights 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. 
  
 11. Stock Purchase Rights. 
  
 (a) Rights to Purchase. Stock Purchase Rights may be issued either
alone, in addition to, or in tandem with other awards 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 of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid, and the time within which such person must accept such
offer. The terms of the offer shall comply in all respects with Section 260.140.42 of Title 10 of the California Code of Regulations. The offer shall be accepted by execution of a Restricted Stock purchase agreement in the form determined by the
Administrator. 
  

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 (b) Repurchase Option. Unless the Administrator determines otherwise, the Restricted Stock
purchase agreement shall grant the Company a repurchase option 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 purchase agreement shall be the lower of (a) the Fair Market Value of the Shares on the date of repurchase or (b) the original price paid by the purchaser. To the extent required by Section 260.140.41 and
Section 260.140.42 of Title 10 of the California Code of Regulations, at the time a Stock Purchase Right is issued, any repurchase option contained in a Stock Purchase Right issed to a Service Provider who is not an Officer, Director or Consultant
shall provide that (a) the right to repurchase at the original purchase price shall lapse at the rate of at least 20% of the Shares per year over five (5) years from the date the Stock Purchase Right is issued (without respect to the date the Shares
were purchased) and (b) the right to repurchase shall be exercised for cash or cancellation of purchase money indebtedness for the Shares within ninety (90) days of the voluntary or involuntary termination of the Optionee’s service with the
Company for any reason or such longer period as may be agreed to by the Company and the Optionee (for example, for purposes of satisfying the requirements of Section 1202(c)(3) of the Code regarding “qualified small business stock”).

  
 (c) Other Provisions. The Restricted Stock purchase
agreement shall contain 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 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 shall be made for a dividend or other right for which the record date is
prior to the date the Stock Purchase Right is exercised, except as provided in Section 12 of the Plan. 
  
 12. Adjustments Upon Changes in Capitalization; Change of Control. 
  
 (a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of
shares of Common Stock covered by each outstanding Option or Stock Purchase 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 or expiration of an Option or Stock Purchase Right or are forfeited back to or repurchased by the Company, 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 shares of 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 of 
  

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 consideration by the Company. The 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, whose determination 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 no adjustment 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 each Optionee 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 fifteen (15) days prior to such transaction as to all of the Optioned Stock covered thereby, including Shares as to which the Option would not otherwise 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 proposed dissolution 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) Change of Control. In the event of a Change of Control, each
outstanding Option and Stock Purchase Right shall be assumed or an equivalent option or right substituted by the 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 right to 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 of assumption or substitution in the event of a Change of Control, the Administrator shall notify the Optionee in writing or electronically that
the Option or Stock Purchase Right shall be fully 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 the Change of Control, 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 Change of Control, the consideration (whether stock, cash, or other securities or property) received in the Change of Control transaction by holders of Common Stock for each Share held on the effective date of the
Change of Control (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change of Control
transaction is not solely common stock of the successor corporation or its Parent, the Administrator 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 Change of Control transaction. 
  

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 13. Time of Granting Options and Stock Purchase Rights. The date of grant of an Option or Stock
Purchase Right shall, for all purposes, be the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such other date as is determined by the Administrator. Notice of the determination shall be given
to each Employee or Consultant to whom an Option or Stock Purchase Right is so granted within a reasonable time after the date of such grant. 
  
 14. Amendment and Termination of the Plan. 
  
 (a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan. 
  
 (b) Shareholder Approval. The Board shall obtain shareholder approval
of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws. 
  
 (c) Effect of Amendment 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 writing and 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 such termination. 
  
 15.
Conditions Upon Issuance of Shares. 
  
 (a) Legal
Compliance. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of
counsel for the Company with respect to such compliance. 
  
 (b)
Investment Representations. As a condition to the exercise of an Option, the Administrator may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being 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. 
  

16. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, 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 to which such requisite
authority shall not have been obtained. 
  
 17. Reservation of
Shares. The Company, during the term of this Plan, shall 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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 18. Shareholder Approval. The Plan shall be subject to approval by the shareholders of the Company
within twelve (12) months after the date the Plan is adopted. Such shareholder approval shall be obtained in the degree and manner required under Applicable Laws. 
  
 19. Information to Optionees and Purchasers. The Company shall provide to each Optionee and to each individual who
acquires Shares pursuant to the Plan, not less frequently than annually during the period such Optionee or purchaser has one or more Options or Stock Purchase Rights outstanding, and, in the case of an individual who acquires Shares pursuant to the
Plan, during the period such individual owns such Shares, copies of annual financial statements. The Company shall not be required to provide such statements to key employees whose duties in connection with the Company assure their access to
equivalent information. 
  

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