Filed by Bowne Pure Compliance



 




Exhibit 10.10




PARTHUS TECHNOLOGIES PLC

(subsequently known as PARTHUSCEVA, INC. and CEVA, INC.)




2000 SHARE OPTION PLAN

(amended and restated on May 15, 2007)




1. Purposes of the Plan. The purposes of this Share Plan are to attract and retain the best
available personnel for positions of substantial responsibility, to provide additional incentive to
Directors, Employees and Consultants, and to promote the success of the Company’s business.
Options granted under the Plan may be Incentive Share Options or Non-statutory Share Options, as
determined by the Administrator at the time of grant.



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 of the Plan.



(b) “Applicable Laws” means the legal requirements relating to the administration of share
option plans under United States federal and state corporate and securities laws, the Code and
applicable laws of Ireland.



(c) “Business Day” (a weekday, excluding Saturdays, on which the main clearing banks in Dublin
are open for business and excluding statutory and public holidays.)




(d) “Board” means the Board of Directors of the Company.




(e) “Code” means the Internal Revenue Code of 1986, as amended.



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




(g) “Common Stock” means the common stock of the Company, par value 0.001 per share.



(h) “Company” means Parthus Technologies plc, a company incorporated under the laws of the
Republic of Ireland, or any successor to the Company.



(i) “Consultant” means any person, including an advisor, engaged by the Company or a Parent or
Subsidiary to render services and who is compensated for such services. The term “Consultant”
shall also include Directors who are paid only a director’s fee by the Company or who are not
compensated by the Company for their services as Directors.



(j) “Continuous Status as an Employee or Consultant” means that the employment or consulting
relationship with the Company, any Parent or Subsidiary is not interrupted or terminated.
Continuous Status as an Employee or Consultant shall not be considered interrupted 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.



 


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A leave of absence approved
by the Company shall include sick leave, (in accordance with terms and conditions approved by
the Company for the time being) military leave, or any other personal leave. For purposes of
Incentive Share Options, no such leave may exceed ninety (90) days, unless reemployment upon
expiration of such leave is guaranteed by statute or contract, including Company policies. If
reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on
the 91st day of such leave any Incentive Share Option held by the Optionee shall cease to be
treated as an Incentive Share Option and shall be treated for tax purposes as a Nonstatutory Share
Option.




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



(l) “Disability” means total and permanent disability as certified by a medical practitioner
(approved by the Board) which compel the Option Holder to permanently discontinue or alter the
nature of his employment.



(m) “Employee” means any person, including Officers and Directors, employed by the Company or
any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s
fee by the Company shall be sufficient to constitute “employment” by the Company.



(n) “Exchange Act” means the United States federal Securities Exchange Act of 1934, as
amended.



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



(i) If the Common Stock is listed or dealt on any established stock exchange or market,
including, without limitation, the NASDAQ Global Market of the National Association of Securities
Dealers, Inc. Automated Quotation (“NASDAQ”) System, the Fair Market Value of the Common Stock
shall be the closing sales price for such Common Stock (or the closing bid, if no sales were
reported) as quoted on such market or exchange (or the exchange with the greatest volume of trading
in the Common Stock) on the last market trading day prior to the day of determination, as reported
in The Financial Times or such other source as the Administrator deems reliable;



(ii) If the Common Stock is quoted on the NASDAQ System (but not on the NASDAQ Global Market
thereof) or are regularly quoted by a recognized securities dealer but selling prices are not
reported, the Fair Market Value of the Common Stock 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,
as reported in The Financial Times or such other source as the Administrator deems reliable;



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



(iv) In no event shall Fair Market Value be less than the par value of the Common Stock .
“Incentive Share Option” means an Option intended to
qualify as an incentive share option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.


 


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(p) “IPO” means the initial public offering by the Company of newly issued Shares, which
offering (i) may be effected pursuant to a registration of such offering pursuant to the Securities
Act, 1933 of the United States of America, and the rules and regulations made thereunder (the
“Securities Act”) or pursuant to any applicable exemption therefrom (including, without limitation,
Regulation S or Rule 144A under the Securities Act) (ii) may be made in conjunction with a
secondary offering of Shares by one or more of the then existing shareholders of the Company, and
(iii) may involve the admission of Shares of the Company to trading or listing on the Official List
of the Irish Stock Exchange Limited, the London Stock Exchange Limited, any EC Approved Market (as
that term is used in the UK Financial Services Act 1986 (Investment Advertisement) (Exemptions)
Order 192, the National Association of Securities Dealers Automated Quotation National Market
System, the New York Stock Exchange or any other security exchange.



(q) “Nonstatutory Share Option” means an Option not intended to qualify as an Incentive Share
Option.



(r) “Notice of Grant” means a written notice evidencing certain terms and conditions of an
individual Option grant. Notice of Grant is set out as part I of the Option Agreement.



(s) “Normal Retirement Age” means the age at which the Optionee (who is an Employee) is bound
to retire in accordance with the terms of his or her employment (or 60 in the absence of any age
for retirement being specified in accordance with the terms of employment).



(t) “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.




(u) “Option” means an option to purchase shares of Common Stock granted pursuant to the Plan.



(v) “Option Agreement” means a written 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.



(w) “Option Exchange Program” means a program whereby outstanding options are surrendered in
exchange for options with a lower exercise price.




(x) “Optioned Share” means the shares of Common Stock subject to an Option.




(y) “Optionee” means an Employee or Consultant who holds an outstanding Option.



(z) “Parent” means a “parent corporation”, whether now or hereafter existing, as defined in
Section 424(e) of the Code.


 


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(aa) “Plan” means this 2000 Share Option Plan.



(bb) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in
effect when discretion is being exercised with respect to the Plan.



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



(dd) “1998 Share Option Scheme” means the share option scheme adopted by the board of
directors of the Company on 30th March, 1998 and approved by the members of the Company in general
meeting on 8th December, 1998.



3. Shares Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum
aggregate number of shares of Common Stock in respect of which option may be outstanding at any
time under the Plan is       shares of Common Stock.



If an Option expires or becomes unexercisable without having been exercised in full, or is
surrendered pursuant to an Option Exchange Program, the unpurchased shares of Common Stock which
were subject thereto shall become available for future grant or sale under the Plan (unless the
Plan has terminated); provided, however, that Common Stock that have actually been issued under the
Plan shall not be returned to the Plan and shall not become available for future distribution under
the Plan.



4. Administration of the Plan.




(a) Procedure.



(i) Multiple Administrative Bodies. If permitted by Rule 16b-3, the Plan may be administered
by different bodies with respect to Directors, Officers who are not Directors, and Employees who
are neither Directors nor Officers.



(ii) Administration With Respect to Directors and Officers Subject to Section 16(b). With
respect to Option grants made to Employees who are also Officers or Directors subject to Section
16(b) of the Exchange Act, the Plan shall be administered by (A) the Board, if the Board may
administer the Plan in compliance with the rules governing a plan intended to qualify as a
discretionary plan under Rule 16b-3, or (B) a committee designated by the Board to administer the
Plan, which committee shall be constituted to comply with the rules governing a plan intended to
qualify as a discretionary plan under Rule 16b-3. In addition such Committee shall be subject to
such terms and conditions as the Board may prescribe. Once appointed, such Committee shall
continue to serve in its designated capacity until otherwise directed by the Board. From time to
time the Board may increase the size of the Committee and appoint additional members, remove
members (with or without cause) and substitute new members, fill vacancies (however caused), and
remove all members of the Committee and thereafter directly administer the Plan, all to the extent
permitted by the rules governing a plan intended to qualify as a discretionary plan under Rule
l6b-3.


 


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(iii) Administration With Respect to Other Persons. With respect to Option grants made to
Employees or Consultants who are neither Directors nor Officers of the Company, the Plan shall be
administered by (A) the Board or (B) a committee designated by the Board, which committee shall be
constituted to satisfy Applicable Laws. In addition such Committee shall be subject to such terms
and conditions as the Board may prescribe. Once appointed, such Committee shall serve in its
designated capacity until otherwise directed by the Board. The Board may increase the size of the
Committee and appoint additional members, remove members (with or without cause) and substitute new
members, fill vacancies (however caused), and remove all members of the Committee and thereafter
directly administer the Plan, all to the extent permitted by Applicable Laws.



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



(i) to determine the Fair Market Value of the Common Stock , in accordance with Section 2(m)
of the Plan;



(ii) to select the Consultants and Employees to whom Options may be granted hereunder;



(iii) to determine whether and to what extent and the terms on which Options are to be granted
hereunder;



(iv) to determine the number of shares of Common Stock to be covered by each Option granted
hereunder;



(v) to approve forms of agreement (including, without limitation, Option Agreements) for use
under the Plan;



(vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of
any Option (which need not be identical) granted hereunder. Such terms and conditions include, but
are not limited to, the exercise price per share of Options to be granted, the time or times when
Options 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 the
shares of Common Stock relating thereto, based in each case on such factors as the Administrator,
in its sole discretion, shall determine;



(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 shall have declined since the date
the Option was granted;



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



(ix) to prescribe, amend and rescind rules and regulations relating to the Plan, including,
without limitation, rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment under foreign tax laws;


 


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(x) to modify or amend each Option (subject to Section 14(c) of the Plan), including the
discretionary authority to extend the post-termination exercisability period of Options longer than
is otherwise provided for in the Plan;



(xi) to authorize any person to execute on behalf of the Company any instrument required to
effect the grant of an Option previously granted by the Administrator;



(xii) to institute an Option Exchange Program;



(xiii) to determine the terms and restrictions applicable to Options; and



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



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



5. Eligibility. Nonstatutory Share Options may be granted to Employees and Consultants. Incentive
Share Options may be granted only to Employees. If otherwise eligible, an Employee or Consultant
who has been granted an Option may be granted additional Options. No person shall be entitled as
of right to participate in the Plan and the decision as to who shall have the opportunity of
participating in the Plan and the extent of his participation will, subject to the provisions of
this Plan be determined by the Administrator. Every offer of participation in the Plan is
conditional on an Employee or Consultant entering into an Option Agreement within thirty (30) days
(or such longer period as the Administrator may specify in writing) of any such offer and if such
Employee or Consultant shall fail to enter into such Option Agreement within such period the offer
shall be deemed to have lapsed.



6. Limitations.



(a) Each Option shall be designated in the Notice of Grant as either an Incentive Share Option
or a Nonstatutory Share Option. However, notwithstanding such designations, to the extent that the
aggregate Fair Market Value of the Common Stock subject to an Optionee’s Incentive Share Options
granted by the Company, any Parent or Subsidiary, which become execrable for the first time during
any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000
such excess Options shall be treated as Nonstatutory Share Options. For the purposes of this
Section 6(a), Incentive Share Options shall be taken into account in the order in which they were
granted, and the Fair Market Value of the Common Stock shall be determined as of the time of
grant.


 


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(b) Subject to Applicable Laws, neither the Plan nor any Option shall confer upon an Optionee
any right with respect to continuing the Optionee’s employment or consulting relationship with the
Company, nor shall they interfere in
any way with the Optionee’s right or the Company’s right to terminate such employment or
consulting relationship at any time, with or without cause. Without limitation to the foregoing,
in no circumstances shall any Optionee who ceases to maintain Continuous Status as an Employee or
Consultant for whatever reason, be entitled to compensation for any loss of any right or benefit or
prospective right or benefit whether such compensation is claimed by way of damages for wrongful
dismissal or other breach of contract or by way of compensation for loss of office or otherwise
howsoever.




(c) The following limitations shall apply to grants of Options to Employees:



(i) The foregoing limitations shall be adjusted proportionately in connection with any change
in the Company’s capitalization as described in Section 12.



(ii) If an Option is cancelled in the same fiscal year of the Company it was granted (other
than in connection with a transaction described in Section 12), the cancelled Option will be
counted against the limit set forth in this Section 6(c)(i). For this purpose, if the exercise
price of an Option is reduced, the transaction will be treated as a cancellation of the Option and
the grant of a new Option.



7. Term of Plan. Subject to Section 18 of the Plan, the Plan shall become effective upon the
earlier to occur of its adoption by the Board or its approval by the shareholders of the Company as
described in Section 18 of the Plan. It shall continue in effect for a term of seven (7) years
unless terminated earlier under Section 14 of the Plan.



8. Term of Option. The term of each Option shall be stated in the Notice of Grant; provided,
however, that in the case of an Incentive Share Option, the term shall be seven (7) years from the
date of grant or such shorter term as may be provided in the Notice of Grant. Moreover, in the
case of an Incentive Share Option granted to an Optionee who, at the time the Incentive Share
Option is granted, owns a number of shares of Common Stock representing more than ten percent (10%)
of the voting power of all classes of share of the Company or any Parent or Subsidiary, the term of
the Incentive Share Option shall be five (5) years from the date of grant or such shorter term as
may be provided in the Notice of Grant.



9. Option Exercise Price and Consideration.



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



(i) In the case of an Incentive Share Option



(A) granted to an Employee who, at the time the Incentive Share Option is granted, owns a
number of shares of Common Stock representing more than ten percent (10%) of the voting power of
all classes of share of the Company or any Parent or Subsidiary, the exercise price per share of
Common Stock
shall be no less than one hundred ten percent (110%) of the Fair Market Value per share of
Common Stock on the date of grant.


 


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(B) granted to any Employee other than an Employee described in paragraph (A) immediately
above, the exercise price per share of Common Stock shall be no less than one hundred percent
(100%) of the Fair Market Value per share of Common Stock on the date of grant.



(ii) In the case of a Nonstatutory Share Option, the exercise price per share of Common Stock
shall be determined by the Administrator subject to the Applicable Laws.



(b) Waiting Period and Exercise Dates. At the time an Option is granted, 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. In so doing, the Administrator may
specify that an Option may not be exercised until the completion of a service period.



(c) Form of Consideration. The Administrator shall determine the acceptable form of
consideration for exercising an Option, including the method of payment, subject to compliance with
Applicable Laws. In the case of an Incentive Share Option, the Administrator shall determine the
acceptable form of consideration at the time of grant, subject to compliance with Applicable Laws.
Such consideration may consist entirely of:



(i) cash;



(ii) cheque;



(iii) promissory note;



(iv) delivery of a properly executed exercise notice together with such other documentation as
the Administrator and the broker, if applicable, shall require to effect an exercise of the Option
and delivery to the Company of the sale or loan proceeds required to pay the exercise price;



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



(vi) such other consideration and method of payment for the issuance of the Common Stock to
the extent permitted by Applicable Laws.



10. Exercise of Option.



(a) Procedure for Exercise; 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.



An Option may not be exercised for a fraction of a share of Common Stock.


 


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An Option shall be deemed exercised when the Company receives: (i) written notice of exercise
(in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii)
full payment for the Common Stock 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 and permitted under the Applicable Laws. Common Stock issued
upon exercise of an Option shall be issued in the name of the Optionee. Until the name of the
purchaser of such Option Shares is entered in the register of members of the Company, no right to
vote or receive dividends or any other rights as a shareholder shall exist with respect to the
Optioned Share, notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued) a share certificate to the Optionee as soon as practicable 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 of issue of the Common Stock to the Optionee on foot of the exercise of an Option, the
name is entered in the register of members, except as provided in Section 12 of the Plan.



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



(b) Termination of Employment or Consulting Relationship. Upon termination of an Optionee’s
Continuous Status as an Employee or Consultant, other than upon the Optionee’s death or Disability
or retirement of an Employee on reaching Normal Retirement Age, the Optionee may exercise his or
her Option, but only within such period of time as is specified in the Notice of Grant, and only to
the extent that the Optionee was entitled to exercise it at the date of termination (but in no
event later than the expiration of the term of such Option as set forth in the Notice of Grant).
In the absence of a specified time in the Notice of Grant, the Option shall remain exercisable for
three (3) months following the Optionee’s termination of Continuous Status as an Employee or
Consultant. In the case of an Incentive Share Option, such period of time shall not exceed three
(3) months from the date of termination. If, at the date of termination, the Optionee is not
entitled to exercise his or her entire Option, the Common Stock covered by the unexercisable
portion of the Option shall lapse and 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 of Common Stock covered by such Option shall revert to the Plan.



(c) Disability of Optionee. In the event that an Optionee’s Continuous Status as an Employee
or Consultant terminates as a result of the Optionee’s Disability, the Optionee may exercise his or
her Option at any time within twelve (12) months from the date of such termination, but only to the
extent that the Optionee was entitled to exercise it at the date of such termination (but in no
event later than the expiration of the term of such Option as set forth in the Notice of Grant).



 


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If at the date of termination of an Optionee’s Continuous Status as an Employee or Consultant by
reason of the Optionee’s Disability, the Optionee would not be entitled to exercise his or her
Option because an IPO had not occurred at such date, the Administrator
may at its sole discretion in any particular case permit any such Optionee to exercise his or
her Option on such terms as the Administrator thinks fit within twelve (12) months of the date of
termination of the Employee’s Continuous Status as an Employee or Consultant (or such shorter
period as the Administrator thinks fit) notwithstanding that an IPO has not occurred. If, at the
date of termination, the Optionee is not entitled to exercise his or her entire Option, the shares
of Common Stock covered by the unexercisable 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 of Common Stock covered by such Option shall
revert to the Plan.



(d) Retirement on Reaching Normal Retirement Age. In the event that an Optionee’s Continuous
Status as an Employee or Consultant terminates as a result of the Optionee’s retirement on reaching
Normal Retirement Age, the Optionee may exercise his or her Option at any time within twelve (12)
months from the date of such termination, but only to the extent that the Optionee was entitled to
exercise it at the date of such termination (but in no event later than the expiration of the term
of such Option as set forth in the Notice of Grant). If, at the date of termination, the Optionee
is not entitled to exercise his or her entire Option, the Common Stock covered by the
unexercisable 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 of Common Stock covered by such Option shall revert to the Plan.



(e) Death of Optionee. In the event of the death of an Optionee, the Option may be exercised
at any time within twelve (12) months following the 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 legal
personal representatives or by a person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent that the Optionee was entitled to exercise the Option at the
date of death. If, at the time of death, the Optionee was not entitled to exercise his or her
entire Option, the shares of Common Stock covered by the unexercisable portion of the Option shall
immediately revert to the Plan. If, after death, the Optionee’s legal personal representatives or
a person who acquired the right to exercise the Option by bequest or inheritance does not exercise
the Option within the time specified herein, the Option shall terminate, and the shares of Common
Stock covered by such Option shall revert to the Plan.



(f) Rule 16b-3. Options granted to individuals subject to Section 16 of the Exchange Act
(“Insiders”) must comply with the applicable provisions of Rule 16b-3 and shall contain such
additional conditions or restrictions as may be required thereunder to qualify for the maximum
exemption from Section 16 of the Exchange Act with respect to Plan transactions.



11. Non-Transferability of Options. An Option is personal to an Optionee and may not be sold,
pledged, assigned, hypothecated, encumbered, transferred, or disposed of in any manner (subject
only to clause 10 (d) of the Plan) and an Option shall terminate forthwith if an Optionee purports
to do so. An Option may be exercised, during the lifetime of the Optionee, only by the Optionee
and after his death only by his legal personal representatives or a person who acquires the right
to exercise the Option by bequest or inheritance in accordance with clause 10(d) of the
Plan. The terms of the Plan and the Option Agreement shall be binding on the executors,
administrators, heirs and successors of the Optionee. In the event that an Optionee shall be
adjudicated bankrupt his Option shall automatically terminate and shall revert to the Plan.


 


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12. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger, Asset Sale or
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, and the number of
shares of Common Stock which have been authorized for issuance under the Plan but as to which no
Options have yet been granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the price per share of Common Stock covered by each such
outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a share subdivision, reverse share subdivision, scrip
dividend, combination or reclassification of the Common Stock , or any other increase or decrease
in the number of issued shares of Common Stock effected (subject to Applicable Laws) without
receipt of consideration 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, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of any class, or securities convertible into shares of any class, shall affect,
and no adjustment by reason thereof shall be made with respect to, the number or price of the
Common Stock subject to an Option.



(b) Dissolution or Liquidation. In the event of a liquidation or dissolution of the Company,
each outstanding Option under the Plan shall become fully vested and exercisable immediately prior
to the effective date of such liquidation or dissolution. Effective upon the consummation of such
liquidation or dissolution of the Company, all outstanding Options under the Plan shall terminate
to the extent not exercised prior to such date.



(c) Merger or Asset Sale. In the event of a merger of the Company with or into another
corporation, or the sale of all or substantially all of the assets of the Company, or the execution
by the Company of any agreement with respect to a merger or sale of all or substantially all of the
assets of the Company, all then outstanding Options under the Plan shall be Assumed, or equivalent
options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof).
For purposes of this Section 12(c), “Assumed” means either (i) the Option is expressly affirmed by
the Company or (ii) the contractual obligations represented by the Option are expressly assumed
(and not simply by operation of law) by the acquiring or succeeding corporation (or an affiliate
thereof) in connection with such merger or sale of all or substantially all of the assets of the
Company with appropriate adjustments to the number and type of securities of the acquiring or
succeeding corporation (or an affiliate thereof) subject to the Option and the exercise price
thereof which at least preserves the compensation element of the Option existing at the time of
such merger or sale of all or substantially all of the assets of the Company as determined in
accordance with the instruments evidencing the agreement to assume the Option.


 


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Notwithstanding the foregoing, if the acquiring or succeeding corporation (or an affiliate
thereof) does not agree to Assume or substitute for the outstanding Options under the Plan, then
each outstanding Option under the Plan shall become fully vested and exercisable immediately prior
to the effective time of such merger or sale of all or substantially all of the assets of the
Company. Effective upon the consummation of such merger or sale of all or substantially all of the
assets of the Company, all outstanding Options under the Plan shall terminate to the extent not
“Assumed;” provided, however, that in the event of a merger or asset sale under the terms of which
holders of Common Stock will receive upon consummation thereof a cash payment for each share of
Common Stock surrendered pursuant to such merger or sale of all or substantially all of the assets
of the Company (the “Acquisition Price”), then the Board may instead provide that all outstanding
Options shall terminate upon consummation of such merger or sale of all or substantially all of the
assets of the Company and that each Optionee shall receive, in exchange therefor, a cash payment
equal to the amount (if any) by which (A) the Acquisition Price multiplied by the number of shares
of Common Stock subject to such outstanding Options (whether or not then exercisable), exceeds (B)
the aggregate exercise price of such Options.



13. Date of Grant. The date of grant of an Option shall be, for all purposes, the date on which
the Administrator makes the determination granting such Option, 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.



14. Amendment and Termination of the Plan.



(a) Amendment and Termination. Subject to the provisions of sub-paragraphs (b) and (c) of
this Clause 14 the Board may at any time amend, alter, suspend or terminate the Plan or any of the
provisions thereof in such manner as it may think fit.



(b) Shareholder Approval. The Company shall obtain shareholder approval of any Plan amendment
to the extent necessary and desirable to comply with Rule 16b-3 or with Section 422 of the Code (or
any successor rule or statute or other applicable law, rule or regulation, including the
requirements of any exchange or quotation system on which the Common Stock is listed or quoted).
Such shareholder approval, if required, shall be obtained in such a manner and to such a degree as
is required by the applicable law, rule or regulation.



(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.



 


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15. Conditions Upon Issuance of Shares.



(a) Legal Compliance. Common Stock shall not be issued pursuant to the exercise of an Option
unless the exercise of such Option and the issuance and delivery of such Common Stock shall comply
with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the
rules and regulations promulgated thereunder, Applicable Laws, and the requirements of any
share exchange or quotation system upon which the Common Stock may then be listed or quoted, 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 Company may
require the person exercising such Option to represent and warrant at the time of any such exercise
that the Common Stock is being purchased only for investment and without any present intention to
sell or distribute such Common Stock if, in the opinion of counsel for the Company, such a
representation is required.



16. Liability of Company.



(a) 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 of Common Stock hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such Common Stock as to
which such requisite authority shall not have been obtained.



(b) Grants Exceeding Allotted Common Stock . If the Optioned Share covered by an Option
exceeds, as of the date of grant, the number of shares of Common Stock which may be issued under
the Plan without additional shareholder approval, such Option shall be void with respect to such
excess Optioned Share, unless shareholder approval of an amendment sufficiently increasing the
number of shares of Common Stock subject to the Plan is timely obtained in accordance with Section
14(b) of the Plan.



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



18. Shareholder Approval. Continuance of the Plan shall be subject to approval by the shareholders
of the Company within twelve (12) months before or after the date the Plan is adopted. Such
shareholder approval shall be obtained in the manner and to the degree required under Applicable
Laws.




 


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