Jaycor Tactical Systems, Inc. 2000 Nonqualified Stock Option Plan



 Exhibit 10.27 
 JAYCOR TACTICAL SYSTEMS, INC. 
 2000 NONQUALIFEED STOCK OPTION PLAN 
  

	 	1.	ESTABLISHMENT, PURPOSE AND TERM OF PLAN.


 1.1 Establishment. The Jaycor Tactical Systems, Inc. 2000 Nonqualified Stock Option Plan (the
“Plan”) is hereby established effective as of December 15, 2000. 
 1.2 Purpose. The purpose of the Plan
is to advance the interests of the Participating Company Group, the Jaycor Participating Group and their stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and the
Jaycor Participating Company Group by motivating such persons to contribute to the growth and profitability of the Participating Company Group and the Jaycor Participating Company Group. 
 1.3 Term of Plan. The Plan shall continue in effect until the earlier of its termination by the Board or the date on which all of the shares of
Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Options granted under the Plan have lapsed. However, all Options shall be granted, if at all,
within ten (10) years from the earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the stockholders of the Company. 
  

	 	2.	DEFINITIONS AND CONSTRUCTION. 

 2.1 Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below: 
 (a) “Board” means the Board of Directors of the Company. If one or more Committees have been appointed by the Board to administer
the Plan, “Board” means such Committee(s). 
 (b) “Code” means the Internal
Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder. 
 (c) “Committee” means
the committee consisting of the Chief Executive Officer of the Company and the member of the Board of Directors of the Company that holders of Series A Preferred Stock of the Company are entitled to elect. The Committee shall have all of the powers
under the Plan granted to the Board herein, including, without limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law. Notwithstanding the preceding sentence,
the Committee shall have no authority to increase the number of shares of Stock available for issuance under the Plan. 
 (d)
“Company” means Jaycor Tactical Systems, Inc., a Delaware corporation, or any successor corporation thereto. 







 (e) “Consultant” means a person engaged to provide consulting or advisory
services (other than as an Employee or a Director) to Jaycor or a member of the Jaycor Participating Group, provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude
the Company from offering or selling securities to such person pursuant to the Plan in reliance on either the exemption from registration provided by Rule 701 under the Securities Act or, if the Company is required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act, registration on a Form S-8 Registration Statement under the Securities Act. 
 (f)
“Director” means a member of the board of directors of Jaycor or a member of the board of directors of any Jaycor Participating Group. 
 (g) “Disability” means the inability of the Optionee, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Optionee’s position with the
Jaycor Participating Group or the Participating Company Group because of the sickness or injury of the Optionee. 
 (h)
“Distribution” means the distribution by Jaycor, Inc. to the holders of its common stock, by means of a pro rata distribution of all of the shares of the Company’s common stock owned by Jaycor pursuant to the terms of
the Distribution Matters Agreement between Jaycor and the Company dated October 27, 2000. 
 (i) “Distribution
Date” means the date on which Jaycor first ceases to be a member of the Participating Company Group. 
 (j)
“Employee” means any person treated as an employee (including an officer or a Director who is also treated as an employee) in the records of Jaycor or a member of the Jaycor Participating Group. The Company shall determine in
good faith and in exercise of its discretion whether an individual has become or ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case may be. For purposes of an
individual’s rights, if any, under the Plan as of the time of the Company’s determination, all such determinations by the Company shall be final, binding and conclusive, notwithstanding that the Company or any court of law or governmental
agency makes a contrary determination. 
 (k) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

 (l) “Fair Market Value” means, as of any date, the value of a share of Stock or other property as determined by
the Board, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following: 
 (i) If, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock (or the mean of the
closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the Nasdaq National Market, The Nasdaq SmallCap Market or such other national or regional securities exchange or market system 








 
constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the
relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the
relevant date, or such other appropriate day as shall be determined by the Board, in its discretion. 
 (ii) If, on such date, the Stock is
not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as determined by the Board in good faith without regard to any restriction other than a restriction which, by its terms,
will never lapse. 
 (m) “Incentive Stock Option” means an Option intended to be (as set forth in the Option
Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code. 
 (n)
“Insider” means an officer (including any person designated by the Board as an officer) or a Director of the Company or any other person whose transactions in Stock are subject to Section 16 of the Exchange Act.

 (o) “Jaycor” means Jaycor, Inc., a California corporation or any successor corporation thereto. 
 (p) “Jaycor Participating Group” means at any point in time, all corporations which are, at that time, a parent corporation as
defined by Section 424(e) of the Code or a subsidiary corporation as defined by Section 424(f) of the Code of Jaycor. 
 (q)
“Nonstatutory Stock Option” means an Option not intended to be (as set forth in the Option Agreement) or which does not qualify as an incentive Stock Option All of the Options granted under the Plan shall be Nonstatutory
Stock Options. 
 (r) “Option” means a right to purchase Stock (subject to adjustment as provided in
Section 4.2) pursuant to the terms and conditions of the Plan. 
 (s) “Option Agreement” means a written
agreement between the Company and an Optionee setting forth the terms, conditions and restrictions of the Option granted to the Optionee and any shares acquired upon the exercise thereof An Option Agreement may consist of a form of “Notice of
Grant of Stock Option” and a form of “Stock Option Agreement” incorporated therein by reference, or such other form or forms as the Board may approve from time to time. 
 (t) “Optionee” means a person who has been granted one or more Options. 
 (u) “Parent Corporation” means any present or future “parent corporation” of the Company, as defined in
Section 424(e) of the Code. 







 (v) “Participating Company” means the Company or any Parent Corporation or
Subsidiary Corporation. 
 (w) “Participating Company Group” means, at any point in time, all corporations
collectively which are then Participating Companies. 
 (x) “Rule 16b-3” means Rule 16b-3 under the Exchange Act, as
amended from time to time, or any successor rule or regulation. 
 (y) “Securities Act” means the Securities Act of
1933, as amended. 
 (z) “Service” means an Optionee’s employment or service with Jaycor or a member of the
Jaycor Participating Group, whether in the capacity of an Employee, a Director or a Consultant. An Optionee’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Optionee renders Service or a
change in the company for which the Optionee renders such Service, provided that there is no interruption or termination of the Optionee’s Service. Furthermore, an Optionee’s Service shall not be deemed to have terminated if the Optionee
takes any military leave, sick leave, or other bona fide leave of absence approved by the Company; provided, however, that if any such leave exceeds ninety (90) days, on the ninety-first (91st) day of such leave the Optionee’s Service
shall be deemed to have terminated unless the Optionee’s right to return to Service is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by Jaycor or required by law, a leave of absence shall not be
treated as Service for purposes of determining vesting under the Optionee’s Option Agreement. The Optionee’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the corporation for which the
Optionee performs Service ceasing to be a member of the Jaycor Participating Group. Subject to the foregoing, Jaycor, in its discretion, shall determine whether the Optionee’s Service has terminated and the effective date of such termination.
Notwithstanding any other provision of this Section, during the period that the Company and Jaycor are both majority owned subsidiaries of a common parent entity, Service shall also include the Optionee’s Service with the Participating Company
Group (determined as if such Service was performed for a member of the Jaycor Participating Group). 
 (aa) “Stock”
means the common stock of the Company, as adjusted from time to time in accordance with Section 4.2. 
 (bb) “Subsidiary
Corporation” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code. 
 2.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context,
the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise. 








	 	3.	ADMINISTRATION. 

 3.1 Administration by the Committee. The Plan shall be administered by the Committee. All questions of interpretation of the Plan or of any Option shall be determined by the Committee, and such determinations shall be final and
binding upon all persons having an interest in the Plan or such Option. 
 3.2 Authority of Officers. Any officer of a Participating
Company or of a member of the Jaycor Participating Group shall have the authority to act on behalf of the Company or Jaycor, as applicable, with respect to any matter, right, obligation, determination or election which is the responsibility of or
which is allocated to the Company (or Jaycor) herein, provided the officer has apparent authority with respect to such matter, right, obligation, determination or election. 
 3.3 Powers of the Committee. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Committee shall
have the full and final power and authority, in its discretion: 
 (a) to determine the persons to whom, and the time or times at which,
Options shall be granted and the number of shares of Stock to be subject to each Option; 
 (b) to determine the Fair Market Value of shares
of Stock or other property; 
 (c) to determine the terms, conditions and restrictions applicable to each Option (which need not be
identical) and any shares acquired upon the exercise thereof, including, without limitation, (i) the exercise price of the Option, (ii) the method of payment for shares purchased upon the exercise of the Option, (iii) the method for
satisfaction of any tax withholding obligation arising in connection with the Option or such shares, including by the withholding or delivery of shares of stock, (iv) the timing, terms and conditions of the exercisability of the Option or the
vesting of any shares acquired upon the exercise thereof, (v) the time of the expiration of the Option, (vi) the effect of the Optionee’s termination of Service on any of the foregoing, and (vi) all other terms, conditions and
restrictions applicable to the Option or such shares not inconsistent with the terms of the Plan; 
 (d) to approve one or more forms of
Option Agreement; 
 (e) to amend, modify, extend, cancel or renew any Option or to waive any restrictions or conditions applicable to any
Option or any shares acquired upon the exercise thereof; 
 (f) to accelerate, continue, extend or defer the exercisability of any Option or
the vesting of any shares acquired upon the exercise thereof, including with respect to the period following an Optionee’s termination of Service; 
 (g) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt supplements to, or alternative versions of, the Plan, including, without limitation, as the Committee deems necessary
or desirable to comply with the laws of, or to accommodate the tax policy or custom of, foreign jurisdictions whose citizens may be granted Options; and 







 (h) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Option
Agreement and to make all other determinations and take such other actions with respect to the Plan or any Option as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law. 
 3.4 Administration with Respect to Insiders. With respect to participation by Insiders in the Plan, at any time that any class of equity security
of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3. 
 3.5 Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or officers or employees of the Participating Company Group, members of the Board, the Committee
and any officers or employees of the Participating Company Group to whom authority to act for the Committee or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and
necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with
the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any
such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties, provided, however,
that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same. 
  

	 	4.	SHARES SUBJECT TO PLAN. 

 4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that
may be issued under the Plan shall be One Hundred Seventy-Three Thousand Seven Hundred Ten (173,710) and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. If an outstanding Option for any reason
expires or is terminated or canceled or if shares of Stock are acquired upon the exercise of an Option subject to a Company repurchase option and are repurchased by the Company at the Optionee’s exercise price, the shares of Stock allocable to
the unexercised portion of such Option or such repurchased shares of Stock shall again be available for issuance under the Plan. Notwithstanding the foregoing, at any such time as the offer and sale of securities pursuant to the Plan is subject to
compliance with Section 260.140.45 of Title 10 of the California Code of Regulations (“Section 260.140.45”), the total number of shares of Stock issuable upon the exercise of all outstanding Options (together with
options outstanding under any other stock option plan of the Company) and the total number of shares provided for under any stock bonus or similar plan of the Company shall not exceed thirty percent (30%) (or such other higher percentage
limitation as may be approved 








 
by the stockholders of the Company pursuant to Section 260.140.45) of the then outstanding shares of the Company as calculated in accordance with the
conditions and exclusions of Section 260.140.45. 
 4.2 Adjustments for Changes in Capital Structure. In the event of any stock
dividend, stock split, spin-off, split-up, split-off recapitalization, combination, reclassification or similar change in the capital structure of the Company, appropriate adjustments shall be made in the number and class of shares subject to the
Plan and to any outstanding Options and in the exercise price per share of any outstanding Options If a majority of the shares which are of the same class as the shares that are subject to outstanding Options are exchanged for, converted into, or
otherwise become (whether or not pursuant to an Ownership Change Event, as defined in Section 8.1) shares of another corporation (the “New Shares”), the Committee may unilaterally amend the outstanding Options to provide
that such Options are exercisable for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise price per share of, the outstanding Options shall be adjusted in a fair and equitable manner as determined by the
Board, in its discretion Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant to this Section 4.2 shall be rounded down to the nearest whole number, and in no event may the exercise price of any Option be
decreased to an amount less than the par value, if any, of the stock subject to the Option. The adjustments determined by the Board pursuant to this Section 4.2 shall be final, binding and conclusive. 
  

	 	5.	ELIGIBILITY AND OPTION LIMITATIONS. 

 5.1 Persons Eligible for Options. 
 (a) Except as otherwise provided in this Section 5.1, Options may be granted only to Employees, Consultants, and Directors of Jaycor and the Jaycor Participating Group who first perform services for such entities after the Distribution
Date. For purposes of the foregoing sentence, “Employees,” “Consultants” and “Directors” shall include prospective Employees, prospective Consultants and prospective Directors to whom Options are granted in connection
with written offers of an employment or other service relationship with Jaycor or the Jaycor Participating Group. Eligible persons may be granted more than one (1) Option. However, eligibility in accordance with this Section shall not entitle
any person to be granted an Option, or, having been granted an Option, to be granted an additional option. 
 5.2 Option Grant
Restrictions. All Options granted under the Plan shall be Nonstatutory Stock Options. 
  

	 	6.	TERMS AND CONDITIONS OF OPTIONS. 

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







 6.2 Exercisability and Term of Options. Options shall be exercisable at such time or times, or
upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Option Agreement evidencing such Option; provided, however, that (a) no Option
shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Option; (b) no Option granted to a prospective Employee, prospective Consultant or prospective Director may become exercisable prior to
the date on which such person commences Service, and (c) with the exception of an Option granted to an officer, Director or Consultant, no Option shall become exercisable at a rate less than twenty percent (20%) per year over a period of
five (5) years from the effective date of grant of such Option, subject to the Optionee’s continued Service. Subject to the foregoing, unless otherwise specified by the Committee in the grant of an Option, any Option granted hereunder
shall terminate ten (10) years after the effective date of grant of the Option, unless earlier terminated in accordance with its provisions. 
 6.3 Payment of Exercise Price. 
 (a) Forms of Consideration Authorized. Except as otherwise provided below,
payment of the exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares of
Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such stock by reason of federal or state securities laws or agreements with an underwriter for
the Company) not less than the exercise price, (iii) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or
all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve
System) (a “Cashless Exercise”), (iv) provided that the Optionee is an Employee (unless otherwise not prohibited by law, including, without limitation, any regulation promulgated by the Board of Governors of the Federal
Reserve System) and in the Company’s sole discretion at the time the Option is exercised, by delivery of the Optionee’s promissory note in a form approved by the Company for the aggregate exercise price, provided that if the Company is
incorporated in the State of Delaware, the Optionee shall pay in cash that portion of the aggregate exercise price not less than the par value of the shares being acquired, (v) by such other consideration as may be approved by the Committee
from time to time to the extent permitted by applicable law, or (vi) by any combination thereof. The Committee may at any time or from time to time, by approval of or by amendment to the 








 
standard forms of Option Agreement described in Section, or by other means, grant Options which do not permit all of the foregoing forms of consideration to
be used in payment of the exercise price or which otherwise restrict one or more forms of consideration. 
 (b) Limitations on Forms
of Consideration. 
 (i) Tender of Stock. Notwithstanding the foregoing, an Option may not be exercised by tender to the
Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock Unless
otherwise provided by the Committee, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Optionee for more than six (6) months (and not
used for another Option exercise by attestation during such period) or were not acquired, directly or indirectly, from the Company. 
 (ii)
Cashless Exercise. The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a
Cashless Exercise. 
 (iii) Payment by Promissory Note. No promissory note shall be permitted if the exercise of an Option using a
promissory note would be a violation of any law. Any permitted promissory note shall be on such terms as the Committee shall determine. The Committee shall have the authority to permit or require the Optionee to secure any promissory note used to
exercise an Option with the shares of Stock acquired upon the exercise of the Option or with other collateral acceptable to the Company Unless otherwise provided by the Committee, if the Company at any time is subject to the regulations promulgated
by the Board of Governors of the Federal Reserve System or any other governmental entity affecting the extension of credit in connection with the Company’s securities, any promissory note shall comply with such applicable regulations, and the
Optionee shall pay the unpaid principal and accrued interest, if any, to the extent necessary to comply with such applicable regulations. 
 6.4 Tax Withholding. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable upon the exercise of an Option, or to accept from the Optionee the tender of, a number of whole shares of
Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the federal, state, local and foreign taxes, if any, required by law to be withheld by the Participating Company Group or the Jaycor Participating Group with
respect to such Option or the shares acquired upon the exercise thereof. Alternatively or in addition, in its discretion, the Company shall have the right to require the Optionee, through payroll withholding, cash payment or otherwise, including by
means of a Cashless Exercise, to make adequate provision for any such tax withholding obligations of the Participating Company Group or the Jaycor Participating Group arising in connection with the Option or the shares acquired upon the exercise
thereof. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates The Company shall have no
obligation to deliver shares of Stock or to release shares of Stock from an escrow established pursuant to the Option Agreement until the Participating Company Group’s and the Jaycor Participating Group’s tax withholding obligations have
been satisfied by the Optionee. 







 6.5 Repurchase Rights. Shares issued under the Plan may be subject to a right of first refusal,
one or more repurchase options, or other conditions and restrictions as determined by the Committee in its discretion at the time the Option is granted. The Company shall have the right to assign at any time any repurchase right it may have, whether
or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company, each Optionee shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock
hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions. 
 6.6 Effect of Termination of Service. 
 (a) Option Exercisability. Subject to earlier termination of the Option as otherwise provided herein and unless otherwise provided by the Committee in the grant of an Option and set forth in the Option Agreement, an Option
shall be exercisable after an Optionee’s termination of Service only during the applicable time period determined in accordance with this Section 6.6 and thereafter shall terminate: 
 (i) Disability. If the Optionee’s Service terminates because of the Disability of the Optionee, the Option, to the extent unexercised and
exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee (or the Optionee’s guardian or legal representative) at any time prior to the expiration of twelve (12) months (or such longer period
of time as determined by the Committee, in its discretion) after the date on which the Optionee’s Service terminated, but in any event no later than the date of expiration of the Option’s term as set forth in the Option Agreement
evidencing such Option (the “Option Expiration Date”). 
 (ii) Death. If the Optionee’s Service
terminates because of the death of the Optionee, the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee’s legal representative or other person who
acquired the right to exercise the Option by reason of the Optionee’s death at any time prior to the expiration of twelve (12) months (or such longer period of time as determined by the Committee, in its discretion) after the date on which
the Optionee’s Service terminated, but in any event no later than the Option Expiration Date. The Optionee’s Service shall be deemed to have terminated on account of death if the Optionee dies within three (3) months (or such longer
period of time as determined by the Committee, in its discretion) after the Optionee’s termination of Service. 
 (iii) Other
Termination of Service. If the Optionee’s Service terminates for any reason, except Disability or death, the Option, to the extent unexercised and exercisable by the Optionee on the date on which the Optionee’s Service terminated, may
be exercised by the Optionee at any time prior to the expiration of three (3) months (or such longer period of time as determined by the Committee, in its discretion) after the date on which the Optionee’s Service terminated, but in any
event no later than the Option Expiration Date. 







 (b) Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of an
Option within the applicable time periods set forth in Section 6.6(a) is prevented by the provisions of Section 10 below, the Option shall remain exercisable until three (3) months (or such longer period of time as determined by the
Committee, in its discretion) after the date the Optionee is notified by the Company that the Option is exercisable, but in any event no later than the Option Expiration Date. 
 (c) Extension if Optionee Subject to Section 16(b). Notwithstanding the foregoing, if a sale within the applicable time periods set forth in
Section 6.6(a) of shares acquired upon the exercise of the Option would subject the Optionee to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day
following the date on which a sale of such shares by the Optionee would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Optionee’s termination of Service, or (iii) the Option Expiration
Date. 
 6.7 Transferability of Options. During the lifetime of the Optionee, an Option shall be exercisable only by the Optionee or
the Optionee’s guardian or legal representative. No Option shall be assignable or transferable by the Optionee, except by will or by the laws of descent and distribution Notwithstanding the foregoing, to the extent permitted by the Committee,
in its discretion and set forth in the Option Agreement evidencing such Option, a Nonstatutory Stock Option shall be assignable or transferable subject to the applicable limitations, if any, described in Section 260 14041 of Title 10 of the
California Code of Regulations, Rule 701 under the Securities Act, and the General Instructions to Form S-8 Registration Statement under the Securities Act. 
  

	 	7.	STANDARD FORMS OF OPTION AGREEMENT. 

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

	 	8.	CHANGE IN CONTROL. 

 8.1 Definitions. 
 (a) An
“Ownership Change Event” shall be deemed to have occurred if any of the following occurs with respect to the Company (i) the direct or indirect sale or exchange in a single or series of related transactions by the
stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the
assets of the Company; or (iv) a liquidation or dissolution of the Company. 







 (b) A “Change in Control” shall mean an Ownership Change Event or a series of
related Ownership Change Events (collectively, a “Transaction”) wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions
as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities
of the Company or, in the case of a Transaction described in Section 8.l(a)(iii), the corporation or other business entity to which the assets of the Company were transferred (the “Transferee”), as the case may be. For
purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company or the
Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Board shall have the right to determine whether multiple sales or exchanges of the voting securities of the Company or
multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive. 
 (c) Effect of Change in
Control on Options. In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiring Corporation”), may
without the consent of the Optionee either assume the Company’s rights and obligations under outstanding Options or substitute for outstanding Options substantially equivalent options for the Acquiring Corporation’s stock. Any Options
which are neither assumed or substituted for by the Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the Change in Control shall terminate and cease to be outstanding effective as of the date of the
Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of an Option prior to a Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to
all applicable provisions of the Option Agreement evidencing such Option, except as set forth in such Option Agreement. Furthermore, notwithstanding the foregoing, if the corporation the stock of which is subject to the outstanding Options
immediately prior to an Ownership Change Event described in Section 8.l(a)(i) constituting a Change in Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of
the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of
Section 1504(b) of the Code, the outstanding Options shall not terminate unless the Board otherwise provides in its discretion. 
  

	 	9.	PROVISION OF INFORMATION. 

 At least annually, copies of the Company’s balance sheet and income statement for the just completed fiscal year shall be made available to each
Optionee and purchaser of shares of Stock upon the exercise of an Option. The Company shall not be required to provide such information to key employees whose duties in connection with the Company assure them access to equivalent information.
Furthermore, the Company shall deliver to each Optionee such disclosures as are required in accordance with Rule 701 under the Securities Act. 








	 	10.	COMPLIANCE WITH SECURITIES LAW. 

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

	 	11.	TERMINATION OR AMENDMENT OF PLAN. 

 The Committee, with the consent of the Board, may terminate or amend the Plan at any time. However, subject to changes in applicable law, regulations or
rules that would permit otherwise, without the approval of the Company’s stockholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the
provisions of Section 4.2)and (b) no other amendment of the Plan that would require approval of the Company’s stockholders under any applicable law, regulation or rule No termination or amendment of the Plan shall affect any then
outstanding Option unless expressly provided by the Committee In any event, no termination or amendment of the Plan may adversely affect any then outstanding Option without the consent of the Optionee, unless such termination or amendment is
necessary to comply with any applicable law, regulation or rule. 
  

	 	12.	STOCKHOLDER APPROVAL. 

 The Plan or any increase in the maximum aggregate number of shares of Stock issuable thereunder as provided in Section 4.1 (the “Authorized Shares”)shall be approved by the stockholders of
the Company within twelve (12) months of the date of adoption thereof by the Board Options granted prior to stockholder approval of the Plan or in excess of the Authorized Shares previously approved by the stockholders shall become exercisable
no earlier than the date of stockholder approval of the Plan or such increase in the Authorized Shares, as the case may be. 







 IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing sets forth the
Jaycor Tactical Systems, Inc. 2000 Nonqualified Stock Option Plan as duly adopted by the Board on December 15, 2000. 
  

	
	 



	Secretary