Amended and Restated 2001 Stock Option and Incentive Plan



 Exhibit 10.1 
  
 LEARNINGSTAR CORP. 
 AMENDED AND RESTATED 2001 STOCK OPTION AND INCENTIVE PLAN 
  
 1. Purpose. The purpose of this 2001 Stock Option and Incentive Plan (the “Plan”) is to encourage key employees and directors of LearningStar Corp. (the “Company”), any future parent or
subsidiary of the Company (each a “Related Company” and, collectively, the “Related Companies”) and certain consultants of the Company or a Related Company, by providing opportunities to participate in the ownership of the
Company and its future growth through (a) the grant of options which qualify as “incentive stock options” (“ISOs”) under Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”); (b) the grant of
options which do not qualify as ISOs (“Non-Qualified Options”); (c) awards of stock in the Company (“Awards”); and (d) opportunities to make direct purchases of stock in the Company (“Purchases”). Both ISOs and
Non-Qualified Options are referred to hereafter individually as an “Option” and collectively as “Options.” Options, Awards and authorizations to make Purchases are referred to hereafter collectively as “Stock Rights.”
As used herein, the terms “parent” and “subsidiary” mean “parent corporation” and “subsidiary corporation,” respectively, as those terms are defined in Section 424 of the Code. 
  
 2. Administration of the Plan. 
  
 A. Board or Committee Administration. The Plan shall
be administered by the Board of Directors of the Company (the “Board”) or by a committee appointed by the Board (the “Committee”); provided that the Plan shall be administered: (i) to the extent required by applicable
regulations under Section 162(m) of the Code, by two or more “outside directors” (as defined in applicable regulations thereunder) and (ii) to the extent required by Rule 16b-3 promulgated under the Securities Exchange Act of 1934 or any
successor provision (“Rule 16b-3”), by two or more independent directors appointed by and holding office at the pleasure of the Board, each of whom is both a “non-employee director” as defined by Rule 16b-3 and an “outside
director” for purposes of Section 162(m) of the Code. Hereinafter, all references in this Plan to the “Committee” shall mean the Board if no Committee has been appointed. Subject to ratification of the grant or authorization of each
Stock Right by the Board (if so required by applicable state law), and subject to the terms of the Plan, the Committee shall have the authority to (i) determine to whom (from among the class of employees eligible under paragraph 3 to receive ISOs)
ISOs shall be granted, and to whom (from among the class of individuals and entities eligible under paragraph 3 to receive Non-Qualified Options and Awards and to make Purchases) Non-Qualified Options, Awards and authorizations to make Purchases may
be granted; (ii) determine the time or times at which Options or Awards shall be granted or Purchases made; (iii) determine the purchase price of shares subject to each Option or Purchase, which prices shall not be less than the minimum price
specified in paragraph 6; (iv) determine whether each Option granted shall be an ISO or a Non-Qualified Option; (v) determine (subject to paragraph 7) the time or times when each Option shall become exercisable and the duration of the exercise
period; (vi) extend the period during which outstanding Options may be exercised; (vii) determine whether restrictions such as repurchase options are to be imposed on shares subject to Options, 







 Awards and Purchases and the nature of such restrictions, if any, (viii) interpret the Plan and prescribe
and rescind rules and regulations relating to it and (ix) to amend any outstanding Stock Rights; provided that no such amendment shall Affect the rights of optionees under the Plan without the written consent of such optionee. If the
Committee determines to issue a Non-Qualified Option, it shall take whatever actions it deems necessary, under Section 422 of the Code and the regulations promulgated thereunder, to ensure that such Option is not treated as an ISO. The
interpretation and construction by the Committee of any provisions of the Plan or of any Stock Right granted under it shall be final unless otherwise determined by the Board. The Committee may from time to time adopt such rules and regulations for
carrying out the Plan as it may deem advisable. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Stock Right granted under it. 
  
 B. Committee Actions. The Committee may select one of
its members as its chairman, and shall hold meetings at such time and places as it may determine. A majority of the Committee shall constitute a quorum and acts of a majority of the members of the Committee at a meeting at which a quorum is present,
or acts reduced to or and approved in writing by all the members of the Committee (if consistent with applicable state law), shall be the valid acts of the Committee. From time to time the Board may increase the size of the Committee and appoint
additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan. 
  
 C. Grant of Stock Rights to Board Members. Stock
Rights may be granted to members of the Board. All grants of Stock Rights to members of the Board shall in all other respects be made in accordance with the provisions of this Plan applicable to other eligible persons. Consistent with the provisions
of the first sentence of paragraph 2(A) above, members of the Board who either (i) are eligible to receive grants of Stock Rights pursuant to the Plan or (ii) have been granted Stock Rights may vote on any matters affecting the administration of the
Plan or the grant of any Stock Rights pursuant to the Plan, except that no such member shall act upon the granting to himself or herself of Stock Rights, but any such member may be counted in determining the existence of a quorum at any meeting of
the Board during which action is taken with respect to the granting to such member of Stock Rights. 
  
 3. Eligible Employees and Others. ISOs may be granted only to employees of the Company or any Related Company. Non-Qualified Options, Awards and
authorizations to make Purchases may be granted to any employee, officer or director (whether or not also an employee) of the Company or any Related Company. Non-Qualified Options, Awards and authorizations to make Purchases may be also granted to
consultants of the Company or any Related Company if, and only if, (i) the consultant or adviser renders bona fide services to the Company or any Related Company; (ii) the services rendered by the consultant or adviser are not in connection with the
offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the securities of the Company or any Related Company; and (iii) the consultant or adviser is a natural person who has
contracted 
  

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 directly with the Company or any Related Company to render such services. The granting of any Stock Right to any
individual or entity shall neither entitle that individual or entity to, nor disqualify such individual or entity from, participation in any other grant of Stock Rights. 
  
 4. Stock Authorized for Issuance under the Plan. 
  
 A. Number of Shares. The stock subject to Stock Rights shall be authorized but unissued shares of
common stock of the Company, par value $.01 per share (the “Common Stock”), or shares of Common Stock reacquired by the Company in any manner. The aggregate number of shares which may be issued pursuant to the Plan is 1,800,000, subject to
adjustment as provided in paragraph 13. If any Stock Right granted under the Plan shall expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part or shall be
repurchased by the Company, the shares of Common Stock subject to such Stock Right shall again be available for grants of Stock Rights under the Plan, provided however, that the cumulative number of such shares that may be so reissued under the Plan
shall not exceed 3,600,000. 
  
 B. Per
Participant Limit. Subject to adjustment as provided in paragraph 13, no participant in the Plan may be granted Stock Rights during any one fiscal year to purchase more than 200,000 shares of Common Stock. 
  
 5. Granting of Stock Rights. Stock Rights may be granted after the
Plan is approved by the Board, and Stock Rights may no longer be granted after the tenth (10th) anniversary of the
closing. The date of grant of a Stock Right under the Plan shall be the date specified by the Committee at the time it grants the Stock Right; provided, however, that such date shall not be prior to the date on which the Committee acts to
approve the grant. 
  
 6. Minimum Option Price; ISO
Limitations. 
  
 A. Price for
Non-Qualified Options, Awards and Purchases. The exercise price per share specified in the agreement relating to each Non-Qualified Option granted, and the purchase price per share of stock granted in any Award or authorized as a Purchase, under
the Plan shall in no event be less than the minimum legal consideration required therefor under the laws of any jurisdiction in which the Company or its successors in interest may be organized. Non-Qualified Options granted under the Plan, with an
exercise price less than the fair market value per share of Common Stock on the date of grant, are intended to qualify as performance-based compensation under Section 162(m) of the Code and any applicable regulations thereunder. Any such
Non-Qualified Options granted under the Plan shall be exercisable only upon the attainment of a pre-established, objective performance goal established by the Committee and subject to any additional limitations set forth in Section 162(m) of the
Code, including all amendments thereto. 
  
 B.
Price for ISOs. The exercise price per share specified in the agreement relating to each ISO granted under the Plan shall not be less than the fair market value per share of Common Stock on the date of such grant. In the case of an ISO to be
granted to 
  

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 an employee owning stock possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or any Related Company, the price per share specified in the agreement relating to such ISO shall not be less than one hundred ten percent (110%) of the fair market value per share of Common Stock on the date of
grant. For purposes of determining stock ownership under this paragraph, the rules of Section 424(d) of the Code shall apply. 
  
 C. $100,000 Annual Limitation on ISO Vesting. Each eligible employee may be granted Options treated as ISOs only to the extent
that, in the aggregate under this Plan and all incentive stock option plans of the Company and any Related Company, ISOs do not become exercisable for the first time by such employee during any calendar year with respect to stock having a fair
market value (determined at the time the ISOs were granted) in excess of $100,000. The Company intends to designate any Options granted in excess of such limitation as Non-Qualified Options. 
  
 D. Determination of Fair Market Value. If, at the
time an Option is granted under the Plan, the Company’s Common Stock is publicly traded, “fair market value” shall be determined as of the date of grant or, if the prices or quotes discussed in this sentence are unavailable for such
date, the last business day for which such prices or quotes are available prior to the date of grant and shall mean (i) the average (on that date) of the high and low prices of the Common Stock on the principal national securities exchange on which
the Common Stock is traded, if the Common Stock is then traded on a national securities exchange; or (ii) the last reported sale price (on that date) of the Common Stock on the Nasdaq National Market, if the Common Stock is not then traded on a
national securities exchange; or (iii) the closing bid price (or average of bid prices) last quoted (on that date) by an established quotation service for over-the-counter securities, if the Common Stock is not reported on the Nasdaq National
Market. If the Common Stock is not publicly traded at the time an Option is granted under the Plan, “fair market value” shall mean the fair value of the Common Stock as determined by the Committee after taking into consideration all
factors which it deems appropriate, including, without limitation, recent sale and offer prices of the Common Stock in private transactions negotiated at arm’s length. 
  
 7. Option Duration. Subject to earlier termination as provided in paragraphs 9 and 10 or in the agreement relating to
such Option, each Option shall expire on the date specified by the Committee, but not more than (i) ten years from the date of grant in the case of Options generally, and (ii) five years from the date of grant in the case of ISOs granted to an
employee owning stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Related Company, as determined under paragraph 6(B). Subject to earlier termination as provided in
paragraphs 9 and 10, the term of each ISO shall be the term set forth in the original instrument granting such ISO, except with respect to any part of such ISO that is converted into a Non-Qualified Option pursuant to paragraph 17. 
  
 8. Exercise of Option. Subject to the provisions of paragraphs 9
through 12, each Option granted under the Plan shall be exercisable as follows: 
  

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 A. Vesting. The Option shall either be fully exercisable on the date of grant or
shall become exercisable thereafter in such installments as the Committee may specify. 
  
 B. Full Vesting of Installments. Once an installment becomes exercisable it shall remain exercisable until expiration or
termination of the Option, unless otherwise specified by the Committee. 
  
 C. Partial Exercise. Each Option or installment may be exercised at any time or from time to time, in whole or in part, for up to the total number of shares with respect to which it is then exercisable.

  
 D. Acceleration of Vesting. The
Committee shall have the right to accelerate the date that any installment of any Option becomes exercisable; provided that the Committee shall not, without the consent of an optionee, accelerate the permitted exercise date of any installment
of any Option granted to any employee as an ISO (and not previously converted into a Non-Qualified Option pursuant to paragraph 17) if such acceleration would violate the annual vesting limitation contained in Section 422(d) of the Code, as
described in paragraph 6(C). 
  
 9. Termination of
Employment. Unless otherwise specified in the agreement relating to such ISO, if an ISO optionee ceases to be employed by the Company and all Related Companies other than by reason of death or disability as defined in paragraph 10, no further
installments of his or her ISOs shall become exercisable, and his or her ISOs shall terminate on the earlier of (a) ninety (90) days after the date of termination of his or her employment, or (b) their specified expiration dates, except to the
extent that such ISOs (or unexercised installments thereof) have been converted into Non-Qualified Options pursuant to paragraph 17. For purposes of this paragraph 9, employment shall be considered as continuing uninterrupted during any bona fide
leave of absence (such as those attributable to illness, military obligations or governmental service); provided that the period of such leave does not exceed 90 days or, if longer, any period during which such optionee’s right to
reemployment is guaranteed by statute. A bona fide leave of absence with the written approval of the Committee shall not be considered an interruption of employment under this paragraph 9, provided that such written approval contractually
obligates the Company or any Related Company to continue the employment of the optionee after the approved period of absence. ISOs granted under the Plan shall not be affected by any change of employment within or among the Company and Related
Companies, so long as the optionee continues to be an employee of the Company or any Related Company. Nothing in the Plan shall be deemed to give any grantee of any Stock Right the right to be retained in employment or other service by the Company
or any Related Company for any period of time. 
  
 10. Death;
Disability. 
  
 A. Death. If an ISO
optionee ceases to be employed by the Company and all Related Companies by reason of his or her death, any ISO owned by such optionee may be exercised, to the extent otherwise exercisable on the date of death, by the estate, personal representative
or beneficiary who has acquired the ISO by will or by the laws of 
  

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 descent and distribution, until the earlier of (i) the specified expiration date of the ISO or (ii) 180
days from the date of the optionee’s death. 
  
 B. Disability. If an ISO optionee ceases to be employed by the Company and all Related Companies by reason of his or her disability, such optionee shall have the right to exercise any ISO held by him or her on the date of termination
of employment, for the number of shares for which he or she could have exercised it on that date, until the earlier of (i) the specified expiration date of the ISO or (ii) 180 days from the date of the termination of the optionee’s employment.
For the purposes of the Plan, the term “disability” shall mean “permanent and total disability” as defined in Section 22(e)(3) of the Code or any successor statute. 
  
 11. Assignability. No Stock Right shall be assignable or transferable by the grantee except by will, or by the laws
of descent and distribution. Except as set forth in the previous sentence, during the lifetime of a grantee each Stock Right shall be exercisable only by such grantee. 
  
 12. Terms and Conditions of Options. Options shall be evidenced by instruments (which need not be identical) in such
forms as the Committee may from time to time approve. Such instruments shall conform to the terms and conditions set forth in paragraphs 6 through 11 hereof and may contain such other provisions as the Committee deems advisable which are not
inconsistent with the Plan, including restrictions applicable to shares of Common Stock issuable upon exercise of Options. The Committee may specify that any Non-Qualified Option shall be subject to the restrictions set forth herein with respect to
ISOs, or to such other termination and cancellation provisions as the Committee may determine. The Committee may from time to time confer authority and responsibility on one or more of its own members and/or one or more officers of the Company to
execute and deliver such instruments. The proper officers of the Company are authorized and directed to take any and all action necessary or advisable from time to time to carry out the terms of such instruments. 
  
 13. Adjustments. Upon the occurrence of any of the following events,
an optionee’s rights with respect to Options granted to such optionee hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in the written agreement between the optionee and the Company relating to such
Option: 
  
 A. Stock Dividends and Stock
Splits. If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, the number of shares
of Common Stock deliverable upon the exercise of Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination or stock
dividend. 
  
 B. Consolidations or
Mergers. If the Company is to be consolidated with or acquired by another entity in a merger or other reorganization in which the holders of the outstanding voting stock of the Company immediately preceding the consummation of such event, shall,
immediately following such event, hold, as a group, less than a 
  

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 majority of the voting securities of the surviving or successor entity, or in the event of a sale of all
or substantially all of the Company’s assets or otherwise (each, an “Acquisition”), the Committee or the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”), shall, as
to outstanding Options, either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options either (a) the consideration payable with respect to the outstanding
shares of Common Stock in connection with the Acquisition, (b) shares of stock of the surviving or successor corporation or (c) such other securities as the Successor Board deems appropriate, the fair market value of which shall not materially
exceed the fair market value of the shares of Common Stock subject to such Options immediately preceding the Acquisition; or (ii) upon written notice to the optionees, provide that all Options must be exercised, to the extent then exercisable or to
be exercisable as a result of the Acquisition, within a specified number of days of the date of such notice, at the end of which period the Options shall terminate; or (iii) terminate all Options in exchange for a cash payment equal to the excess of
the fair market value of the shares subject to such Options (to the extent then exercisable or to be exercisable as a result of the Acquisition) over the exercise price thereof. 
  
 C. Recapitalization or Reorganization. In the event of a recapitalization or reorganization of the
Company (other than a transaction described in subparagraph B above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, an optionee upon exercising an Option shall
be entitled to receive for the purchase price paid upon such exercise the securities he or she would have received if he or she had exercised such Option prior to such recapitalization or reorganization. 
  
 D. Modification of ISOs. Notwithstanding the
foregoing, any adjustments made pursuant to subparagraphs A, B or C with respect to ISOs shall be made only after the Committee, after consulting with counsel for the Company, determines whether such adjustments would constitute a
“modification” of such ISOs (as that term is defined in Section 424 of the Code) or would cause any adverse tax consequences for the holders of such ISOs. If the Committee determines that such adjustments made with respect to ISOs would
constitute a modification of such ISOs or would cause adverse tax consequences to the holders, it may refrain from making such adjustments. 
  
 E. Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, each Option shall terminate
immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined by the Committee. 
  
 F. Issuances of Securities. 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 subject to Options. No adjustments 
  

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 shall be made for dividends paid in cash or in property other than securities of the Company. 

 
 G. Fractional Shares. No fractional shares shall
be issued under the Plan and the optionee shall receive from the Company cash in lieu of such fractional shares. 
  
 H. Adjustments. Upon the happening of any of the events described in subparagraphs A, B or C above, the class and aggregate number
of shares set forth in paragraph 4 hereof that are subject to Stock Rights which previously have been or subsequently may be granted under the Plan shall also be appropriately adjusted to reflect the events described in such subparagraphs. The
Committee or the Successor Board shall determine the specific adjustments to be made under this paragraph 13 and, subject to paragraph 2, its determination shall be conclusive. 
  
 14. Means of Exercising Options. An Option (or any part or installment thereof) shall be exercised by giving written
notice to the Company at its principal office address, or to such transfer agent as the Company shall designate. Such notice shall identify the Option being exercised and specify the number of shares as to which such Option is being exercised,
accompanied by full payment of the purchase price therefor either (a) in United States dollars in cash or by check, (b) at the discretion of the Committee, through delivery of shares of Common Stock having a fair market value equal as of the date of
the exercise to the cash exercise price of the Option, (c) at the discretion of the Committee, by delivery of the grantee’s personal recourse note bearing interest payable not less than annually at no less than 100% of the lowest applicable
Federal rate, as defined in Section 1274(d) of the Code, (d) at the discretion of the Committee and consistent with applicable law, through the delivery of an assignment to the Company of a sufficient amount of the proceeds from the sale of the
Common Stock acquired upon exercise of the Option and an authorization to the broker or selling agent to pay that amount to the Company, which sale shall be at the participant’s direction at the time of exercise, or (e) at the discretion of the
Committee, by any combination of (a), (b), (c) and (d) above. If the Committee exercises its discretion to permit payment of the exercise price of an ISO by means of the methods set forth in clauses (b), (c), (d) or (e) of the preceding sentence,
such discretion shall be exercised in writing at the time of the grant of the ISO in question. The holder of an Option shall not have the rights of a shareholder with respect to the shares covered by such Option until the date of issuance of a stock
certificate to such holder for such shares. Except as expressly provided above in paragraph 13 with respect to changes in capitalization and stock dividends, no adjustment shall be made for dividends or similar rights for which the record date is
before the date such stock certificate is issued. 
  
 15.
Conditions on Delivery of Stock. The Company shall not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award
have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable
securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the optionee has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the
requirements of any applicable laws, rules or regulations. 
  

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 16. Term and Amendment of Plan. This Plan shall be submitted for the approval of the
Company’s stockholders within twelve months after the date of the Board’s initial approval of the Plan. The Plan shall expire after the 10th anniversary of the closing (except as to Options outstanding on that date). 
  
 A. The Board may at any time wholly or partially amend, alter, suspend or terminate the Plan. However, without approval of the
Company’s stockholders given within twelve (12) months before or after action by the Board, no action of the Board may, except as provided in paragraph 13, increase the limits imposed in paragraph 4 on the maximum number of shares which may be
issued under the Plan or extend the term of the Plan under this paragraph 16. 
  
 B. The Board shall obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with applicable tax laws. 
  
 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 Company, which agreement must be in writing and signed by the optionee and the Company. Termination of the Plan shall not affect the Committee’s ability to exercise the powers granted to it
hereunder with respect to Stock Rights granted or awarded under the Plan prior to the date of such termination. 
  
 17. Conversion of ISOs into Non-Qualified Options. The Committee, at the written request or with the written consent of any optionee, may in its
discretion take such actions as may be necessary to convert such optionee’s ISOs (or any installments or portions of installments thereof) that have not been exercised on the date of conversion into Non-Qualified Options at any time prior to
the expiration of such ISOs, regardless of whether the optionee is an employee of the Company or a Related Company at the time of such conversion. Such actions may include, but shall not be limited to, extending the exercise period or reducing the
exercise price of the appropriate installments of such ISOs. At the time of such conversion, the Committee (with the consent of the optionee) may impose such conditions on the exercise of the resulting Non-Qualified Options as the Committee in its
discretion may determine, provided that such conditions shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give any optionee the right to have such optionee’s ISOs converted into Non-Qualified Options, and
no such conversion shall occur until and unless the Committee takes appropriate action. 
  
 18. Application of Funds. The proceeds received by the Company from the sale of shares pursuant to Options granted and Purchases authorized under the Plan shall be used for general corporate purposes.

  
 19. Notice to Company of Disqualifying Disposition. By
accepting an ISO granted under the Plan, each optionee agrees to notify the Company in writing immediately after such optionee makes a Disqualifying Disposition (as described in Sections 421, 422 and 424 of the Code and regulations thereunder) of
any stock acquired pursuant to the exercise of ISOs granted under the Plan. A Disqualifying Disposition is generally any disposition occurring on or 
  

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 before the later of (a) the date two years following the date the ISO was granted or (b) the date one year following the
date the ISO was exercised. 
  
 20. Withholding of Additional
Income Taxes. Upon the exercise of a Non-Qualified Option, the grant of an Award, the making of a Purchase of Common Stock for less than its fair market value, the making of a Disqualifying Disposition (as defined in paragraph 19), the vesting
or transfer of restricted stock or securities acquired on the exercise of an Option hereunder, or the making of a distribution or other payment with respect to such stock or securities, the Company may withhold taxes in respect of amounts that
constitute compensation includible in gross income. The Committee in its discretion may condition (i) the exercise of an Option, (ii) the grant of an Award, (iii) the making of a Purchase of Common Stock for less than its fair market value, or (iv)
the vesting or transferability of restricted stock or securities acquired by exercising an Option, on the grantee’s making satisfactory arrangement for such withholding. Such arrangement may include payment by the grantee in cash or by check of
the amount of the withholding taxes or, at the discretion of the Committee, by the grantee’s delivery of previously held shares of Common Stock or the withholding from the shares of Common Stock otherwise deliverable upon exercise of a Option
shares having an aggregate fair market value equal to the amount of such withholding taxes. Notwithstanding any other provision of the Plan, the number of shares of Common Stock which may be withheld upon the exercise or vesting of any right under
the Plan, or which may be repurchased from the participant within six months after such shares were acquired by the participant from the Company, in order to satisfy the participant’s federal and state income and payroll tax liabilities with
respect to the exercise or vesting of the right shall be limited to the number of shares which have a fair market value equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal and state income
tax and payroll tax purposes that are applicable to such supplemental taxable income. 
  
 21. No Right To Employment or Other Status. No person shall have any claim or right to be granted a Stock Right, and the grant of a Stock Right shall not be construed as giving the grantee the right to
continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a grantee free from any liability or claim under the Plan. 
  
 22. Governmental Regulation. The Company’s obligation to sell and
deliver shares of the Common Stock under this Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such shares. Government regulations may impose reporting or other
obligations on the Company with respect to the Plan. For example, the Company may be required to send tax information statements to employees and former employees that exercise ISOs under the Plan, and the Company may be required to file tax
information returns reporting the income received by grantees of Options in connection with the Plan. 
  
 23. Governing Law. The validity and construction of the Plan and the instruments evidencing Options shall be governed by the laws of the state of
Delaware. 
  

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