Blueprint





  Exhibit
10.1








DRIVEN DELIVERIES, INC.



2018 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN

 



1. DEFINITIONS.

 


Unless
otherwise specified or unless the context otherwise requires, the
following terms, as used in this Driven Deliveries, Inc. 2018
Employee, Director and Consultant Stock Plan, have the following
meanings:


 


	

(a) “Administrator” means the
Board, unless it has delegated power to act on its behalf to the
Committee, in which case the Administrator means the
Committee.







 


	

(b)
“Affiliate” means a
corporation or other entity controlled by the Company and
designated by the Administrator as such.







 


	

(c)
“Award” means a Stock
Appreciation Right, Stock Option or Stock Award.







 


	

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







 


	
(e)
“Cause” shall include (and
is not limited to) dishonesty with respect to the Company or any
Affiliate, insubordination, substantial malfeasance or non-feasance
of duty, unauthorized disclosure of confidential information,
breach by the Participant of any provision of any employment,
consulting, advisory, nondisclosure, non-competition or similar
agreement between the Participant and the Company or any Affiliate,
and conduct substantially prejudicial to the business of the
Company or any Affiliate. The determination of Cause shall be made
by the Administrator in its sole discretion. Cause is not limited
to events which have occurred prior to a Participant’s
termination of employment or services, nor is it necessary that the
Administrator’s finding of Cause occur prior to the
termination of employment or services. If the Administrator
determines, subsequent to a Participant’s termination of
employment or services but prior to the vesting of a Stock Option,
Stock Appreciation Right or Stock Award or exercise of a Stock
Option or Stock Appreciation Right, that either prior or subsequent
to the Participant’s termination of employment or services
the Participant engaged in conduct which would constitute Cause,
then the unvested Stock Option, Stock Appreciation Right or Stock
Award, as applicable, is immediately cancelled and any vested Stock
Options or Stock Appreciation Rights cease to be exercisable.
Notwithstanding the foregoing, if the Participant and the Company
or an Affiliate have entered into an employment or services
agreement which defines the term “Cause” (or a similar
term) which is in effect at the time of termination, such
definition shall govern for purposes of determining whether such
Participant has been terminated for Cause for purposes of this
Plan.







 


	

(f)
“Code” means the Internal
Revenue Code of 1986, as amended from time to time, and any
successor thereto.







 


	

(g)
“Commission” means the
Securities and Exchange Commission or any successor
agency.







 


	

(h)
“Committee” means a
committee of Directors appointed by the Board to administer this
Plan. With respect to Stock Options granted at the time the Company
is publicly held, if any, insofar as the Committee is responsible
for granting Stock Options to Participants hereunder, it shall
consist solely of two or more directors, each of whom is a
“Non-Employee Director” within the meaning of Rule
16b-3 and each of whom is also an “outside director”
under Section 162(m) of the Code.







 


	

(i)
“Company” means Driven
Deliveries, Inc., a Delaware corporation.







 


	

(j)
“Director” means a member of the
Company’s Board of Directors.







 


	
(k)
“Disability” or
“Disabled”
means mental or physical illness that entitles the Participant to
receive benefits under the long-term disability plan of the Company
or an Affiliate, or if the Participant is not covered by such a
plan or the Participant is not an employee of the Company or an
Affiliate, a medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can
be expected to last for a continuous period of not less than twelve
months, and which renders the Participant unable to engage in any
substantial gainful activity; provided, however, that a Disability
shall not qualify under this Plan if it is the result of (i) a
willfully self-inflicted injury or willfully self-induced sickness;
or (ii) an injury or disease contracted, suffered or incurred
while participating in a criminal offense.  







 


Notwithstanding the
foregoing, if the Participant and the Company or an Affiliate have
entered into an employment or services agreement which defines the
term “Disability” (or a similar term), such definition
shall govern for purposes of determining whether such Participant
suffers a Disability for purposes of this Plan. The Administrator
shall make the determination both of whether Disability has
occurred and the date of its occurrence (unless a procedure for
such determination is set forth in another agreement between the
Company and such Participant, in which case such procedure shall be
used for such determination). If requested, the Participant shall
be examined by a physician selected or approved by the
Administrator, the cost of which examination shall be paid for by
the Company. The determination of Disability for purposes of this
Plan shall not be construed to be an admission of disability for
any other purpose.


 





 

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(l)
“Effective Time” means the date of
adoption of the Plan by the Company’s Board, March ,
2019







 


	

(m)
“Eligible Individual” means
any officer, employee or director of the Company or an Affiliate,
or any consultant or advisor providing services to the Company or
an Affiliate.







 


	

(n)
“Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time, and
any successor thereto.







 


	

(o)
“Fair Market Value” means,
as of any given date, the fair market value of the Stock as
determined by the Administrator or under procedures established by
the Administrator and in accordance with Section 409A of the
Code.







 


	
(p)
“Family Member” means any
child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or
sister-in-law of a Participant (including adoptive relationships);
any person sharing the Participant’s household (other than a
tenant or employee); any trust in which the Participant and any of
these persons have substantially all of the beneficial interest;
any foundation in which the Participant and any of these persons
control the management of the assets; any corporation, partnership,
limited liability company or other entity in which the Participant
and any of these other persons are the direct and beneficial owners
of substantially all of the equity interests (provided the
Participant and these other persons agree in writing to remain the
direct and beneficial owners of all such equity interests); and any
personal representative of the Participant upon the
Participant’s death for purposes of administration of the
Participant’s estate or upon the Participant’s
incompetency for purposes of the protection and management of the
assets of the Participant.







 


	

(q)
“Incentive Stock Option”
means any Stock Option intended to be and designated as an
“incentive stock option” within the meaning of
Section 422 of the Code.







 


	

(r)
“Non-Employee Director”
means a Director who is not an officer or employee of the Company
or any Affiliate.







 


	

(s)
“Non-Qualified Stock
Option” means any Stock Option that is not an
Incentive Stock Option.







 


	

(t)
“Optionee” means a person
who holds a Stock Option.







 


	

(u)
“Participant” means a
person granted an Award.







 


	

(v)
“Plan” means this Driven
Deliveries, Inc. 2018 Employee, Director and Consultant Stock
Plan.







 


	
 (w)
“Representative” means
(i) the person or entity acting as the executor or
administrator of a Participant’s estate pursuant to the last
will and testament of a Participant or pursuant to the laws of the
jurisdiction in which the Participant had his or her primary
residence at the date of the Participant’s death;
(ii) the person or entity acting as the guardian or temporary
guardian of a Participant; (iii) the person or entity which is
the beneficiary of the Participant upon or following the
Participant’s death; or (iv) any person to whom a Stock
Option has been transferred with the permission of the
Administrator or by operation of law; provided that only one of the
foregoing shall be the Representative at any point in time as
determined under applicable law and recognized by the
Administrator.







 


	

(x)
“Stock” means shares of the
Company’s common stock, par value $.001 per
share.







 



 

2







 






 


 


	

(y)
“Stock Appreciation Right”
means a right granted under Section 6.







 


	

(z)
“Stock Award” means an
Award, other than a Stock Option or Stock Appreciation Right, made
in Stock or denominated in shares of Stock. A Stock Award may be
settled in Stock or cash, as determined in the discretion of the
Administrator.







 


	

(aa)
“Stock Option” means an
option granted under Section 5.







 


	

(bb)
“Subsidiary” means any
company during any period in which it is a “subsidiary
corporation” (as such term is defined in Section 424(f)
of the Code) with respect to the Company.







 


	

(cc)
“Ten Percent Holder” means
an individual who owns, or is deemed to own, stock possessing more
than 10% of the total combined voting power of all classes of Stock
of the Company or of any parent or subsidiary corporation of the
Company determined pursuant to the rules applicable to
Section 422(b)(6) of the Code.






 



2. ESTABLISHMENT AND PURPOSE.

 


The
Plan is established by the Company to attract and retain persons
eligible to participate in the Plan, motivate Participants to
achieve long-term Company goals, and further align
Participants’ interests with those of the Company’s
other stockholders. The Plan is adopted as of the Effective Time,
subject to approval by the Company’s stockholders within 12
months before or after such adoption date. Unless the Plan is
discontinued earlier by the Board as provided herein, no Award
shall be granted hereunder on or after the date 10 years after the
effective date.

 



3. ADMINISTRATION; ELIGIBILITY.

 


The
Plan shall be administered by the Administrator; provided, however,
that, if at any time no Committee shall be in office, the Plan
shall be administered by the Board. The Plan may be administered by
different Committees with respect to different groups of Eligible
Individuals.

 


The
Administrator shall have plenary authority to grant Awards pursuant
to the terms of the Plan to Eligible Individuals; provided, however, that each Eligible
Individual must be an officer, employee, director or consultant of
the Company or of an Affiliate at the time the Award is granted.
Notwithstanding the foregoing, the Administrator may authorize the
grant of an Award to a person not then an officer, employee,
director or consultant of the Company or of an Affiliate; provided,
however, that the actual grant of such Award shall be conditioned
upon such person becoming an Eligible Individual at or prior to the
time the Award is granted. Participation shall be limited to
such persons as are selected by the Administrator. The granting of
any Award to any individual shall neither entitle that individual
to, nor disqualify such individual from, participation in any other
Awards.

 


Awards
may be granted as alternatives to, in exchange or substitution for,
or replacement of, awards outstanding under the Plan or any other
plan or arrangement of the Company or an Affiliate (including a
plan or arrangement of a business or entity, all or a portion of
which is acquired by the Company or an Affiliate). The provisions
of Awards need not be the same with respect to each
Participant.


 



 

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Among
other things, the Administrator shall have the authority, subject
to the terms of the Plan:


 


	

(a) to select the Eligible Individuals to whom
Awards may from time to time be granted;







 


	

(b)
to
determine whether and to what extent Stock Options, Stock
Appreciation Rights, Stock Awards or any combination thereof are to
be granted hereunder;







 


	

(c)
to
determine the number of shares of Stock to be covered by each Award
granted hereunder;







 


	

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







 


	

(e)
to
determine the terms and conditions, not inconsistent with the terms
of this Plan, of any Award granted hereunder (including, but not
limited to, the option price, any vesting restriction or
limitation, any vesting acceleration or forfeiture waiver and any
right of repurchase, right of first refusal or other transfer
restriction regarding any Award and the shares of Stock relating
thereto, based on such factors or criteria as the Administrator
shall determine);







 


	

(f)
subject
to Section 8(a), to modify, amend or adjust the terms and
conditions of any Award, at any time or from time to time,
including, but not limited to, with respect to (i) performance
goals and targets applicable to performance-based Awards pursuant
to the terms of the Plan and (ii) extension of the
post-termination exercisability period of Stock
Options;







 


	

(g)
to
determine to what extent and under what circumstances Stock and
other amounts payable with respect to an Award shall be
deferred;







 


	

(h)
to
adopt any sub-plans applicable to residents of any specified
jurisdiction as it deems necessary or appropriate in order to
comply with or take advantage of any tax laws applicable to the
Company or to Participants or to otherwise facilitate the
administration of the Plan, which sub-plans may include additional
restrictions or conditions applicable to Stock Options or Shares
acquired upon the exercise of Stock Options;







 


	

(i) to determine the Fair Market Value;
and







 


	

(j)
to
determine the type and amount of consideration to be received by
the Company for any Stock Award issued under
Section 7.






 


The
Administrator shall have the authority to adopt, alter and repeal
such administrative rules, guidelines and practices governing the
Plan as it shall, from time to time, deem advisable, to interpret
the terms and provisions of the Plan and any Award issued under the
Plan (and any agreement relating thereto) and to otherwise
supervise the administration of the Plan.

 


Except
to the extent prohibited by applicable law, the Administrator may
allocate all or any portion of its responsibilities and powers to
any one or more of its members and may delegate all or any portion
of its responsibilities and powers to any other person or persons
selected by it. Any such allocation or delegation may be revoked by
the Administrator at any time. The Administrator may authorize any
one or more of their members or any officer of the Company to
execute and deliver documents on behalf of the
Administrator.

 


Any
determination made by the Administrator or pursuant to delegated
authority pursuant to the provisions of the Plan with respect to
any Award shall be made in the sole discretion of the Administrator
or such delegate at the time of the grant of the Award or, unless
in contravention of any express term of the Plan, at any time
thereafter. All decisions made by the Administrator or any
appropriately delegated officer pursuant to the provisions of the
Plan shall be final and binding on all persons, including the
Company and Participants, unless otherwise determined by the Board
if the Administrator is the Committee.

 


No
member of the Administrator, and no officer of the Company, shall
be liable for any action taken or omitted to be taken by such
individual or by any other member of the Administrator or officer
of the Company in connection with the performance of duties under
this Plan, except for such individual’s own willful
misconduct or as expressly provided by law.


 



 

4







 






 



4. STOCK SUBJECT TO PLAN.

 


Subject
to adjustment as provided in this Section 4, the aggregate
number of shares of Stock which may be delivered under the Plan
shall not exceed a number equal to 15% of the total number of
shares of Stock outstanding immediately following the Effective
Time, assuming for this purpose the conversion into Stock of all
outstanding securities that are convertible by their terms
(directly or indirectly) into Stock; provided, however, that, as of
January 1 of each calendar year, commencing with the year
2019, the maximum number of shares of Stock which may be delivered
under the Plan shall automatically increase by a number sufficient
to cause the number of shares of Stock covered by the Plan to equal
15% of the total number of shares of Stock then outstanding,
assuming for this purpose the conversion into Stock of all
outstanding securities that are convertible by their terms
(directly or indirectly) into Stock.

 


To the
extent any shares of Stock covered by an Award are not delivered to
a Participant or beneficiary thereof because the Award expires, is
forfeited, canceled or otherwise terminated, or the shares of Stock
are not delivered because the Award is settled in cash or used to
satisfy the applicable tax withholding obligation, such shares
shall not be deemed to have been delivered for purposes of
determining the maximum number of shares of Stock available for
delivery under the Plan.

 


In the
event of any Company stock dividend, stock split, combination or
exchange of shares, recapitalization or other change in the capital
structure of the Company, corporate separation or division of the
Company (including, but not limited to, a split-up, spin-off,
split-off or distribution to Company stockholders other than a
normal cash dividend), sale by the Company of all or a substantial
portion of its assets (measured on either a stand-alone or
consolidated basis), reorganization, rights offering, partial or
complete liquidation, or any other corporate transaction, Company
share offering or other event involving the Company and having an
effect similar to any of the foregoing, the Administrator may make
such substitution or adjustments in the (A) number and kind of
shares that may be delivered under the Plan, (B) additional
maximums imposed in the immediately preceding paragraph,
(C) number and kind of shares subject to outstanding Awards,
(D) exercise price of outstanding Stock Options and Stock
Appreciation Rights and (E) other characteristics or terms of
the Awards as it may determine appropriate in its sole discretion
to equitably reflect such corporate transaction, share offering or
other event; provided, however, that the number of shares subject
to any Award shall always be a whole number.

 



5. STOCK OPTIONS.

 


Stock
Options may be granted alone or in addition to other Awards granted
under the Plan and may be of two types: Incentive Stock Options and
Non-Qualified Stock Options. Any Stock Option granted under the
Plan shall be in such form as the Administrator may from time to
time approve.

 


The
Administrator shall have the authority to grant any Participant
Incentive Stock Options, Non-Qualified Stock Options or both types
of Stock Options (in each case with or without Stock Appreciation
Rights). Incentive Stock Options may be granted only to employees
of the Company and its Subsidiaries. To the extent that any Stock
Option is not designated as an Incentive Stock Option or, even if
so designated, does not qualify as an Incentive Stock Option, it
shall constitute a Non-Qualified Stock Option. Incentive Stock
Options may be granted only within 10 years from the date the Plan
is adopted, or the date the Plan is approved by the Company’s
stockholders, whichever is earlier.


 


Stock
Options shall be evidenced by option agreements, each in a form
approved by the Administrator. An option agreement shall indicate
on its face whether it is intended to be an agreement for an
Incentive Stock Option or a Non-Qualified Stock Option. The grant
of a Stock Option shall occur as of the date the Administrator
determines.

 


Anything in the
Plan to the contrary notwithstanding, no term of the Plan relating
to Incentive Stock Options shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the
Plan be exercised, so as to disqualify the Plan under
Section 422 of the Code or, without the consent of the
Optionee affected, to disqualify any Incentive Stock Option under
Section 422 of the Code.

 



 

5







 





 


Stock
Options granted under this Section 5 shall be subject to the
following terms and conditions and shall contain such additional
terms and conditions as the Administrator shall deem
desirable.


 


	

(a)
Exercise Price. The exercise price per
share of Stock purchasable under a Stock Option shall be determined
by the Administrator; provided, however, that the exercise price
per share shall be not less than the Fair Market Value per share on
the date the Stock Option is granted, or if the Stock Option is
intended to qualify as an Incentive Stock Option and is granted to
an individual who is a Ten Percent Holder, not less than 110% of
such Fair Market Value per share.







 


	

(b)
Shares. Each option agreement shall
state the number of shares to which it pertains.







 


	

(c)
Option Term. The term of each Stock
Option shall be fixed by the Administrator, but no Incentive Stock
Option shall be exercisable more than 10 years (or five years in
the case of an individual who is a Ten Percent Holder) after the
date the Incentive Stock Option is granted.







 


	
(d)
Exercisability. Except as otherwise
provided herein, Stock Options shall be exercisable at such time or
times, and subject to such terms and conditions, as shall be
determined by the Administrator. If the Administrator provides that
any Stock Option is exercisable only in installments, the
Administrator may at any time waive such installment exercise
provisions, in whole or in part, based on such factors as the
Administrator may determine. In addition, the Administrator may at
any time, in whole or in part, accelerate the exercisability of any
Stock Option, provided that
the Administrator shall not accelerate the exercise date of any
installment of any Incentive Stock Option (and not previously
converted into a Non-Qualified Stock Option pursuant to
Section 9(g)) if such acceleration would violate the annual
exercisability limitation contained in Section 422(d) of the
Code, as described in subsection (f) below.







 


	

(e)
Method of Exercise. Subject to the
provisions of this Section 4, Stock Options may be exercised,
in whole or in part, at any time during the option term by giving
written notice of exercise to the Company or its designee
specifying the number of shares of Stock subject to the Stock
Option to be purchased and by complying with any other condition(s)
set forth in the option agreement.






 


The
option price of any Stock Option shall be paid in full in cash (by
certified or bank check or such other instrument as the Company may
accept) or, unless otherwise provided in the applicable option
agreement, by one or more of the following: (i) in the form of
unrestricted Stock already owned by the Optionee (or, in the case
of the exercise of a Non-Qualified Stock Option, Restricted Stock
subject to a Stock Award hereunder) held for at least 6 months
based in any such instance on the Fair Market Value of the Stock on
the date the Stock Option is exercised; (ii) by certifying
ownership of shares of Stock owned by the Optionee to the
satisfaction of the Administrator for later delivery to the Company
as specified by the Company; (iii) unless otherwise prohibited
by law for either the Company or the Optionee, by irrevocably
authorizing a third party to sell shares of Stock (or a sufficient
portion of the shares) acquired upon exercise of the Stock Option
and remit to the Company a sufficient portion of the sale proceeds
to pay the entire exercise price and any tax withholding resulting
from such exercise; or (iv) by any combination of cash and/or
any one or more of the methods specified in clauses (i),
(ii) and (iii). Notwithstanding the foregoing, the
Administrator shall accept only such payment on exercise of an
Incentive Stock Option as is permitted by Section 422 of the
Code, and a form of payment shall not be permitted to the extent it
would cause the Company to recognize a compensation expense (or
additional compensation expense) with respect to the Stock Option
for financial reporting purposes.


 


If
payment of the option exercise price of a Non-Qualified Stock
Option is made in whole or in part in the form of Restricted Stock,
the number of shares of Stock to be received upon such exercise
equal to the number of shares of Restricted Stock used for payment
of the option exercise price shall be subject to the same
forfeiture restrictions to which such Restricted Stock was subject,
unless otherwise determined by the Administrator.

 


No
shares of Stock shall be issued upon exercise of a Stock Option
until full payment therefor has been made. Upon exercise of a Stock
Option (or a portion thereof), the Company shall have a reasonable
time to issue the Stock for which the Stock Option has been
exercised, and the Optionee shall not be treated as a stockholder
for any purposes whatsoever prior to such issuance. No adjustment
shall be made for cash dividends or other rights for which the
record date is prior to the date such Stock is recorded as issued
and transferred in the Company’s official stockholder
records, except as otherwise provided herein or in the applicable
option agreement.


 



 

6







 






 


 


	

(f)
Limitation on Yearly Exercise for Incentive
Stock Options. The option agreements shall restrict the
amount of Incentive Stock Options which may become exercisable in
any calendar year (under this or any other Incentive Stock Option
plan of the Company or an Affiliate) so that the aggregate Fair
Market Value (determined at the time each Incentive Stock Option is
granted) of the Stock with respect to which Incentive Stock Options
are exercisable for the first time by the Optionee in any calendar
year does not exceed $500,000.







 


	
(g)
Transferability of Stock Options.
Except as otherwise provided in the applicable option agreement, a
Non-Qualified Stock Option (i) shall be transferable by the
Optionee to a Family Member of the Optionee, provided that
(A) any such transfer shall be by gift with no consideration
and (B) no subsequent transfer of such Stock Option shall be
permitted other than by will or the laws of descent and
distribution, and (ii) shall not otherwise be transferable
except by will or the laws of descent and distribution. An
Incentive Stock Option shall not be transferable except by will or
the laws of descent and distribution. A Stock Option shall be
exercisable, during the Optionee’s lifetime, only by the
Optionee or by the guardian or legal representative of the
Optionee, it being understood that the terms “holder”
and “Optionee” include the guardian and legal
representative of the Optionee named in the applicable option
agreement and any person to whom the Stock Option is transferred
(X) pursuant to the first sentence of this Section 4(e)
or pursuant to the applicable option agreement or (Y) by will
or the laws of descent and distribution. Notwithstanding the
foregoing, references herein to the termination of an
Optionee’s employment or provision of services shall mean the
termination of employment or provision of services of the person to
whom the Stock Option was originally granted.







 


	
(h)
Termination by Death. Unless otherwise
provided in the applicable option agreement, if an Optionee’s
employment or provision of services terminates by reason of death,
any Stock Option held by such Optionee may thereafter be exercised
by the Participant’s Representative (i) to the extent
that the Stock Option has become exercisable but has not been
exercised on the date of death and (ii) in the event rights to
exercise the Stock Option accrue periodically, to the extent of a
pro-rata portion through the date of death of any additional
vesting rights that would have accrued on the next vesting date had
the Participant not died. The proration shall be based upon the
number of days accrued in the current vesting period prior to the
Participant’s date of death. If the Participant’s
Representative wishes to exercise the Stock Option, the
Representative must take all necessary steps to exercise the Option
within one year after the date of death of such Participant,
notwithstanding that the Participant might have been able to
exercise the Option as to some or all of the shares on a later date
if the Participant had not died and had continued to be an officer,
employee, director or consultant or, if earlier, within the
originally prescribed term of the Stock Option. In the event of
termination of employment or provision of services due to death, if
an Incentive Stock Option is exercised after the expiration of the
exercise periods that apply for purposes of Section 422 of the
Code, such Stock Option will thereafter be treated as a
Non-Qualified Stock Option.







 


	
 (i)
Termination by Reason of Disability.
Unless otherwise provided in the applicable option agreement, if an
Optionee’s employment or provision of services terminates by
reason of Disability, any Stock Option held by such Optionee may
thereafter be exercised by the Optionee (i) to the extent that
the Stock Option has become exercisable but has not been exercised
on the date of Disability; and (ii) in the event rights to
exercise the Stock Option accrue periodically, to the extent of a
pro rata portion through the date of Disability of any additional
vesting rights that would have accrued on the next vesting date had
the Participant not become Disabled. The proration shall be based
upon the number of days accrued in the current vesting period prior
to the date of Disability. A Disabled Participant may exercise such
rights only within the period ending one year after the date of the
Participant’s termination of employment, directorship or
consultancy, as the case may be, notwithstanding that the
Participant might have been able to exercise the Option as to some
or all of the shares on a later date if the Participant has not
become Disabled and had continued to be an officer, employee,
director or consultant or, if earlier, within the originally
prescribed term of the Stock Option. In the event of termination of
employment or provision of services by reason of Disability, if an
Incentive Stock Option is exercised after the expiration of the
exercise periods that apply for purposes of Section 422 of the
Code, such Stock Option will thereafter be treated as a
Non-Qualified Stock Option.







 


	

(j)
Termination for Cause. Unless otherwise
provided in the applicable option agreement, if an Optionee’s
employment or services terminate for Cause, all outstanding and
unexercised Stock Options as of the time the Optionee is notified
that such Optionee’s employment or services are terminated
for Cause will immediately be cancelled.







 


	
(k)
Other Termination. Unless otherwise
provided in the applicable option agreement, if an Optionee’s
employment or provision of services terminates for any reason other
than death, Disability or Cause, the Optionee may exercise any
Stock Option granted to the Optionee to the extent that the Stock
Option is exercisable on the date of such termination, but only
within such term as the Administrator has designated in the
Optionee’s option agreement. The provisions of this
Section 5(k), and not the provisions of Sections 5(h) and
5(i), shall apply to an Optionee who subsequently becomes Disabled
or dies after the termination of employment or service; provided,
however, that in the case of an Optionee’s Disability or
death within three months after the termination of service, the
Optionee or the Optionee’s survivors may exercise the Stock
Option within one year after the date of the Optionee’s
termination of service, but in no event after the date of
expiration of the term of the Stock Option. Notwithstanding
anything in this Section 5(k) to the contrary, if subsequent
to an Optionee’s termination of employment or services, but
prior to the exercise of a Stock Option, the Administrator
determines that, either prior to subsequent to the Optionee’s
termination of employment or services, the Optionee engaged in
conduct that would constitute Cause, then such Optionee shall cease
to have any right to exercise such Stock Option. An Optionee who is
absent from work with the Company or an Affiliate because of
temporary disability (any disability other than a permanent and
total Disability), or who is on leave of absence for any purpose,
shall not, during the period of any such absence, be deemed, by
virtue of such absence alone, to have terminated such
Optionee’s service with the Company or with an Affiliate,
except as the Administrator may otherwise expressly provide. Except
as required by law or as set forth in the Optionee’s option
agreement, Stock Options granted under the Plan shall not be
affected by any change of an Optionee’s status within or
among the Company and any Affiliates, so long as the Optionee
continues to be an officer, employee, director or consultant of the
Company or any Affiliate. In the event of termination of
services for any reason other than death, Disability or Cause, if
an Incentive Stock Option is exercised after the expiration of the
exercise periods that apply for purposes of Section 422 of the
Code, such Stock Option will thereafter be treated as a
Non-Qualified Stock Option.







 



 

7







 






 


 


	

(l)
Participant Loans. Unless otherwise
prohibited by law for either the Company or the Optionee, the
Administrator may in its discretion authorize the Company
to.







 


	

(i)
lend to
an Optionee an amount equal to such portion of the exercise price
of a Stock Option as the Administrator may determine;
or







 


	

(ii)
guarantee a loan
obtained by an Optionee from a third-party for the purpose of
tendering such exercise price.







 


The
terms and conditions of any loan or guarantee, including the term,
interest rate, whether the loan is with recourse against the
Optionee and any security interest thereunder, shall be determined
by the Administrator, except that no extension of credit or
guarantee shall obligate the Company for an amount to exceed the
lesser of (i) the aggregate Fair Market Value on the date of
exercise, less the par value, of the shares of Stock to be
purchased upon the exercise of the Stock Option, and (ii) the
amount permitted under applicable laws or the regulations and rules
of the Federal Reserve Board and any other governmental agency
having jurisdiction.

 



6. STOCK APPRECIATION RIGHTS.

 


Stock
Appreciation Rights may be granted either on a stand-alone basis or
in conjunction with all or part of any Stock Option granted under
the Plan. In the case of a Non-Qualified Stock Option, such rights
may be granted either at or after the time of grant of such Stock
Option. In the case of an Incentive Stock Option, such rights may
be granted only at the time of grant of such Stock Option. A Stock
Appreciation Right shall terminate and no longer be exercisable as
determined by the Administrator, or, if granted in conjunction with
all or part of any Stock Option, upon the termination or exercise
of the related Stock Option.

 


A Stock
Appreciation Right may be exercised by a Participant as determined
by the Administrator in accordance with this Section 6, and,
if granted in conjunction with all or part of any Stock Option, by
surrendering the applicable portion of the related Stock Option in
accordance with procedures established by the Administrator. Upon
such exercise and surrender, the Participant shall be entitled to
receive an amount determined in the manner prescribed in this
Section 6. Stock Options which have been so surrendered, if
any, shall no longer be exercisable to the extent the related Stock
Appreciation Rights have been exercised.

 


Stock
Appreciation Rights shall be subject to such terms and conditions
as shall be determined by the Administrator, including the
following:


 


	

(a) Stock Appreciation Rights granted on a
stand-alone basis shall be exercisable only at such time or times
and to such extent as determined by the Administrator. Stock
Appreciation Rights granted in conjunction with all or part of any
Stock Option shall be exercisable only at the time or times and to
the extent that the Stock Options to which they relate are
exercisable in accordance with the provisions of Section 5 and
this Section 6.







 


	

(b)
Upon
the exercise of a Stock Appreciation Right, a Participant shall be
entitled to receive an amount in cash, shares of Stock or both,
which in the aggregate are equal in value to the excess of the Fair
Market Value of one share of Stock over (i) such Fair Market
Value per share of Stock as shall be determined by the
Administrator at the time of grant (if the Stock Appreciation Right
is granted on a stand-alone basis), or (ii) the exercise price
per share specified in the related Stock Option (if the Stock
Appreciation Right is granted in conjunction with all or part of
any Stock Option), multiplied by the number of shares in respect of
which the Stock Appreciation Right shall have been exercised, with
the Administrator having the right to determine the form of
payment.







 


	

(c)
A Stock
Appreciation Right shall be transferable only to, and shall be
exercisable only by, such persons permitted in accordance with
Section 5(g).






 



 

8







 





 

 



7. STOCK AWARDS OTHER THAN OPTIONS.

 


Stock
Awards may be directly issued under the Plan (without any
intervening options), subject to such terms, conditions,
performance requirements, restrictions, forfeiture provisions,
contingencies and limitations as the Administrator shall determine.
Stock Awards may be issued which are fully and immediately vested
upon issuance or which vest in one or more installments over the
Participant’s period of employment or other service to the
Company or upon the attainment of specified performance objectives,
or the Company may issue Stock Awards which entitle the Participant
to receive a specified number of vested shares of Stock or cash, as
determined by the Administrator, upon the attainment of one or more
performance goals or service requirements established by the
Administrator.


 


The
principal terms of each Stock Award shall be set forth in a stock
grant agreement, which shall be in a form approved by the
Administrator and shall contain the terms and conditions which the
Administrator determines to be appropriate and in the best
interests of the Company, including the number of shares to which
the Stock Award relates.

 


Shares
representing a Stock Award shall be evidenced in such manner as the
Administrator may deem appropriate, including book-entry
registration or issuance of one or more certificates (which may
bear appropriate legends referring to the terms, conditions and
restrictions applicable to such Award). The Administrator may
require that any such certificates be held in custody by the
Company until any restrictions thereon shall have lapsed and that
the Participant deliver a stock power, endorsed in blank, relating
to the Stock covered by such Award.

 


A Stock
Award may be issued in exchange for any consideration which the
Administrator may deem appropriate in each individual instance,
including, without limitation:


 


	

(a)
cash or
cash equivalents;







 


	

(b)
past
services rendered to the Company or any Affiliate; or







 


	

(c)
future
services to be rendered to the Company or any Affiliate (provided
that, in such case, the par value of the Stock subject to such
Stock Award shall be paid in cash or cash equivalents, unless the
Administrator provides otherwise).






 


A Stock
Award that is subject to restrictions on transfer and/or forfeiture
provisions may be referred to as an award of “Restricted
Stock” or “Restricted Stock Units.”

 



8. CHANGE IN CONTROL PROVISIONS.


 


	

(a)
Impact of Event. Notwithstanding any
other provision of the Plan to the contrary, in the event of a
Change in Control:







 


	

(i)
Any
Stock Options and Stock Appreciation Rights outstanding as of the
date such Change in Control is determined to have occurred and not
then exercisable and vested shall become fully exercisable and
vested to the full extent of the original grant;







 


	

(ii)
The
restrictions applicable to any outstanding Stock Award shall lapse,
and the Stock relating to such Award shall become free of all
restrictions and become fully vested and transferable to the full
extent of the original grant;







 


	

(iii)
All
outstanding repurchase rights of the Company with respect to any
outstanding Awards shall terminate; and







 


	

(iv)
Outstanding Awards
shall be subject to any agreement of merger or reorganization that
effects such Change in Control, which agreement shall provide
for:







 


	

(A)
The
continuation of the outstanding Awards by the Company, if the
Company is a surviving corporation,







 


	

(B)
The
assumption of the outstanding awards by the surviving corporation
or its parent or subsidiary;







 



 

9







 






 


 


	

(C)
The
substitution by the surviving corporation or its parent or
subsidiary of equivalent awards for the outstanding Awards;
or







 


	

(D)
Settlement of each
share of Stock subject to an outstanding Award for the Change in
Control Price (less, to the extent applicable, the per share
exercise price).







 


	

(v)
In the
absence of any agreement of merger or reorganization effecting such
Change in Control, each share of Stock subject to an outstanding
Award shall be settled for the Change in Control Price (less, to
the extent applicable, the per share exercise price), or, if the
per share exercise price equals or exceeds the Change in Control
Price, the outstanding Award shall terminate and be
canceled.







 


	

 (b)
Definition of Change in Control. For
purposes of the Plan, a “Change in Control” shall mean
the happening of any of the following events:







 


	
(i)
An
acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
“Person”) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of
either (1) the then outstanding shares of common stock of the
Company (the “Outstanding Company Common Stock”) or
(2) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting
Securities”); excluding, however, the following: (1) any
acquisition directly from the Company, other than an acquisition by
virtue of the exercise of a conversion privilege unless the
security being so converted was itself acquired directly from the
Company, (2) any acquisition by the Company; (3) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company; or (4) any acquisition by any
Person pursuant to a transaction which complies with clauses (1),
(2) and (3) of subsection (iii) of this
Section 8(b); or







 


	

(ii)
Within
any period of 24 consecutive months, a change in the composition of
the Board such that the individuals who, immediately prior to such
period, constituted the Board (such Board shall be hereinafter
referred to as the “Incumbent Board”) cease for any
reason to constitute at least a majority of the Board; provided,
however, for purposes of this Section 8(b), that any
individual who becomes a member of the Board during such period,
whose election, or nomination for election by the Company’s
stockholders, was approved by a vote of at least a majority of
those individuals who are members of the Board and who were also
members of the Incumbent Board (or deemed to be such pursuant to
this proviso) shall be considered as though such individual were a
member of the Incumbent Board; but, provided further, that any such
individual whose initial assumption of office occurs as a result of
either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board shall
not be so considered as a member of the Incumbent Board;
or







 


	
(iii)
The
consummation by the Company of a reorganization, merger or
consolidation or sale or other disposition of all or substantially
all of the assets of the Company (“Corporate
Transaction”); excluding, however, such a Corporate
Transaction pursuant to which (1) all or substantially all of
the individuals and entities who are the beneficial owners,
respectively, of the outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
Corporate Transaction will beneficially own, directly or
indirectly, more than 50% of, respectively, the outstanding shares
of common stock, and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
resulting from such Corporate Transaction (including, without
limitation, a corporation which as a result of such transaction
owns the Company or all or substantially all of the Company’s
assets, either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately
prior to such Corporate Transaction, of the outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case
may be, (2) no Person (other than the Company; any employee
benefit plan (or related trust) sponsored or maintained by the
Company, by any corporation controlled by the Company, or by such
corporation resulting from such Corporate Transaction) will
beneficially own, directly or indirectly, more than 50% of,
respectively, the outstanding shares of common stock of the
corporation resulting from such Corporate Transaction or the
combined voting power of the outstanding voting securities of such
corporation entitled to vote generally in the election of
directors, except to the extent that such ownership existed with
respect to the Company prior to the Corporate Transaction, and
(3) individuals who were members of the Board immediately
prior to the approval by the stockholders of the Corporation of
such Corporate Transaction will constitute at least a majority of
the members of the board of directors of the corporation resulting
from such Corporate Transaction; or







 



 

10







 






 


 


	

(iv)
The
approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company, other than to a
corporation pursuant to a transaction which would comply with
clauses (1), (2) and (3) of subsection (iii) of this
Section 8(b), assuming for this purpose that such transaction
were a Corporate Transaction.







 


	

(c)
Change in Control Price. For purposes
of the Plan, “Change in Control Price” means the higher
of (i) the highest reported sales price, regular way, of a
share of Stock in any transaction reported on a national securities
exchange on which such shares are listed or listing service (such
as an OTC market), as applicable, during the 60-day period prior to
and including the date of a Change in Control, or if the Stock is
not publicly quoted, the Fair Market Value determined by the
Administrator and (ii) if the Change in Control is the result
of a tender or exchange offer or a Corporate Transaction, the
highest price per share of Stock paid in such tender or exchange
offer or Corporate Transaction. To the extent that the
consideration paid in any such transaction described above consists
all or in part of securities or other non-cash consideration, the
value of such securities or other non-cash consideration shall be
determined in the sole discretion of the Board.






 



9. MISCELLANEOUS.


 


	
(a)
Amendment. The Board may amend or alter
the Plan or any Award, but no amendment or alteration shall be made
which would adversely affect the rights of a Participant under an
Award theretofore granted without the Participant’s consent,
except such an amendment (i) made to avoid an expense charge
to the Company or an Affiliate, or (ii) made to permit the
Company or an Affiliate to claim a deduction under, or otherwise
comply with, the Code (including, but not limited to,
Section 409A of the Code). No such amendment shall be made
without the approval of the Company’s stockholders to the
extent such approval is required by law, agreement or the rules of
any stock exchange or market on which the Stock is
listed.






 


The
Administrator may amend the terms of any Stock Option or other
Award theretofore granted, prospectively or retroactively, but no
such amendment shall adversely affect the rights of the holder
thereof without the holder’s consent.

 


Notwithstanding
anything in the Plan to the contrary, neither the Board nor a
Committee may (i) amend a Stock Option to reduce its option
price, (ii) cancel a stock option and re-grant a Stock Option
with a lower option price that the option price of the cancelled
Stock option or (iii) take any other action (whether in the
form of an amendment, cancellation or replacement grant) that has
the effect of repricing a Stock Option.


 


	

(b)
Termination of the Plan. The Plan will
terminate on the date which is 10 years from the earlier of the
date of its adoption by the Board and the date of its approval by
the stockholders. The Plan may be terminated at an earlier date by
vote of the stockholders or the Board; provided, however, that any
such earlier termination shall not affect any option agreements,
Stock Appreciation Right agreements or Stock Award agreements
executed prior to the effective date of such
termination.







 


	

(c)
Unfunded Status of Plan. It is intended
that this Plan be an “unfunded” plan for incentive and
deferred compensation. The Administrator may authorize the creation
of trusts or other arrangements to meet the obligations created
under this Plan to deliver Common Stock or make payments, provided
that, unless the Administrator otherwise determines, the existence
of such trusts or other arrangements is consistent with the
“unfunded” status of this Plan.







 


	

(d)
Rights as a Shareholder: No Participant
to whom an Award has been granted shall have rights as a
shareholder with respect to any shares covered by such Award,
except after due exercise of the Stock Option or Stock Appreciation
Right or vesting of the Stock Award and tender of the full purchase
price, if any, for the shares being purchased pursuant to such
exercise or award and registration of the shares in the
Company’s share register in the name of the
Participant.







 


	

(e)
Issuance 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 Awards. Except as expressly provided herein, no
adjustments shall be made for dividends paid in cash or in property
(including without limitation, securities) of the Company prior to
any issuance of shares pursuant to an Award.  







 


	

(f)
Fractional Shares: No fractional shares
shall be issued under the Plan and the Company shall pay cash in
lieu of fractional shares equal to the Fair Market Value of such
fractional shares.







 



 

11







 






 


 


	
(g)
Conversion of Incentive Stock Options into
Non-Qualified Stock Options; Termination of Incentive Stock
Options: The Administrator, at the written request of any
Participant, may in its discretion take such actions as may be
necessary to convert such Participant’s Incentive Stock
Options (or any portions thereof) that have not been exercised on
the date of conversion into Non-Qualified Stock Options at any time
prior to the expiration of such Incentive Stock Options, regardless
of whether the Participant is an employee of the Company or a
Subsidiary at the time of such conversion. At the time of such
conversion, the Administrator (with the consent of the Participant)
may impose such conditions on the exercise of the resulting
Non-Qualified Stock Options as the Administrator, 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 Participant the right to have such Participant’s
Incentive Stock Options converted into Non-Qualified Stock Options,
and no such conversion shall occur until and unless the
Administrator takes appropriate action. The Administrator, with the
consent of the Participant, may also terminate any portion of any
Incentive Stock Option that has not been exercised at the time of
such conversion.







 


	
(h)
Notice to Company of Disqualifying
Disposition: Each employee who receives an Incentive Stock
Option must agree to notify the Company in writing immediately
after the employee makes a “Disqualifying Disposition”
of any shares acquired pursuant to the exercise of an Incentive
Stock Option. A “Disqualifying Disposition” is defined
in Section 424(c) of the Code and includes any disposition
(including any sale or gift) of such shares before the later of
(i) two years after the date the employee was granted the
Incentive Stock Option, or (ii) one year after the date the
employee acquired shares by exercising the Incentive Stock Option,
except as otherwise provided in Section 424(c) of the Code. If
the employee has died before such stock is sold, these holding
period requirements do not apply and no Disqualifying Disposition
can occur thereafter.







 


	

(i) General
Provisions.







 


	

(i)
The
Administrator may require each person purchasing or receiving
shares pursuant to an Award to represent to and agree with the
Company in writing that such person is acquiring the shares without
a view to the distribution thereof. The certificates for such
shares may include any legend which the Administrator deems
appropriate to reflect any restrictions on transfer.






 


All
certificates for shares of Stock or other securities delivered
under the Plan shall be subject to such stock transfer orders and
other restrictions as the Administrator may deem advisable under
the rules, regulations and other requirements of the Commission,
any stock exchange or market on which the Stock is then listed and
any applicable Federal or state securities law, and the
Administrator may cause a legend or legends to be put on any such
certificates to make appropriate reference to such
restrictions.


 


	

(ii)
Nothing
contained in the Plan shall prevent the Company or any Affiliate
from adopting other or additional compensation arrangements for its
employees.







 


	

(iii)
The
adoption of the Plan shall not confer upon any employee, director
consultant or advisor any right to continued employment,
directorship or service, nor shall it interfere in any way with the
right of the Company or any Affiliate to terminate the employment
or service of any employee, consultant or advisor at any
time.







 


	
(iv)
No
later than the date as of which an amount first becomes includible
in the gross income of the Participant for Federal income tax
purposes with respect to any Award under the Plan, the Participant
shall pay to the Company, or make arrangements satisfactory to the
Company regarding the payment of, any Federal, state, local or
foreign taxes of any kind required by law to be withheld with
respect to such amount. Unless otherwise determined by the
Administrator, withholding obligations may be settled with Stock,
including Stock that is part of the Award that gives rise to the
withholding requirement. The obligations of the Company under the
Plan shall be conditional on such payment or arrangements, and the
Company, its Subsidiaries and its Affiliates shall, to the extent
permitted by law, have the right to deduct any such taxes from any
payment otherwise due to the Participant. The Administrator may
establish such procedures as it deems appropriate for the
settlement of withholding obligations with Stock.
 







 


 


	

(v)
The
Administrator shall establish such procedures as it deems
appropriate for a Participant to designate a beneficiary to whom
any amounts payable in the event of the Participant’s death
are to be paid.







 


	
(vi)
Any
amounts owed to the Company or an Affiliate by the Participant of
whatever nature may be offset by the Company from the value of any
shares of Common Stock, cash or other thing of value under this
Plan or an agreement to be transferred to the Participant, and no
shares of Common Stock, cash or other thing of value under this
Plan or an agreement shall be transferred unless and until all
disputes between the Company and the Participant have been fully
and finally resolved and the Participant has waived all claims to
such against the Company or an Affiliate.







 



 

12







 






 


 


	

(vii)
The
grant of an Award shall in no way affect the right of the Company
to adjust, reclassify, reorganize or otherwise change its capital
or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or
assets.







 


	
(viii)
If any
payment or right accruing to a Participant under this Plan (without
the application of this Section (9)(c)(viii)), either alone or
together with other payments or rights accruing to the Participant
from the Company or an Affiliate (“Total Payments”)
would constitute a “parachute payment” (as defined in
Section 280G of the Code and regulations thereunder), such
payment or right shall be reduced to the largest amount or greatest
right that will result in no portion of the amount payable or right
accruing under this Plan being subject to an excise tax under
Section 4999 of the Code or being disallowed as a deduction
under Section 280G of the Code; provided, however, that the
foregoing shall not apply to the extent provided otherwise in an
Award or in the event the Participant is party to an agreement with
the Company or an Affiliate that explicitly provides for an
alternate treatment of payments or rights that would constitute
“parachute payments.” The determination of whether any
reduction in the rights or payments under this Plan is to apply
shall be made by the Administrator in good faith after consultation
with the Participant, and such determination shall be conclusive
and binding on the Participant. The Participant shall cooperate in
good faith with the Administrator in making such determination and
providing the necessary information for this purpose. The foregoing
provisions of this Section 9(c)(viii) shall apply with respect
to any person only if, after reduction for any applicable Federal
excise tax imposed by Section 4999 of the Code and Federal
income tax imposed by the Code, the Total Payments accruing to such
person would be less than the amount of the Total Payments as
reduced, if applicable, under the foregoing provisions of this Plan
and after reduction for only Federal income taxes.







 


	

(ix)
To the
extent that the Administrator determines that the restrictions
imposed by the Plan preclude the achievement of the material
purposes of the Awards in jurisdictions outside the United States,
the Administrator in its discretion may modify those restrictions
as it determines to be necessary or appropriate to conform to
applicable requirements or practices of jurisdictions outside of
the United States.







 


	

(x)
The
headings contained in this Plan are for reference purposes only and
shall not affect the meaning or interpretation of this
Plan.







 


	

(xi)
If any
provision of this Plan shall for any reason be held to be invalid
or unenforceable, such invalidity or unenforceability shall not
affect any other provision hereby, and this Plan shall be construed
as if such invalid or unenforceable provision were
omitted.







 


	

(xii)
This
Plan shall inure to the benefit of and be binding upon each
successor and assign of the Company. All obligations imposed upon a
Participant, and all rights granted to the Company hereunder, shall
be binding upon the Participant’s heirs, legal
representatives and successors







 


	

(xiii)
This
Plan and each agreement granting an Award constitute the entire
agreement with respect to the subject matter hereof and thereof,
provided that in the event of any inconsistency between this Plan
and such agreement, the terms and conditions of the Plan shall
control







 


	

(xiv)
In the
event there is an effective registration statement under the
Securities Act pursuant to which shares of Stock shall be offered
for sale in an underwritten offering, a Participant shall not,
during the period requested by the underwriters managing the
registered public offering, effect any public sale or distribution
of shares of Stock received, directly or indirectly, as an Award or
pursuant to the exercise or settlement of an Award.







 


	

(xv)
None of
the Company, an Affiliate or the Administrator shall have any duty
or obligation to disclose affirmatively to a record or beneficial
holder of Stock or an Award, and such holder shall have no right to
be advised of, any material information regarding the Company or
any Affiliate at any time prior to, upon or in connection with
receipt or the exercise of an Award or the Company’s purchase
of Stock or an Award from such holder in accordance with the terms
hereof.







 


	

(xvi)
This
Plan, and all Awards, agreements and actions hereunder, shall be
governed by, and construed in accordance with, the laws of the
state of Delaware (other than its law respecting choice of
law).







 


	

(j)
Compliance with Section 409A of the
Code. The Plan is intended to comply with Section 409A
of the Code, and official guidance issued thereunder, to the extent
applicable. Notwithstanding any provision of the Plan to the
contrary, the Plan shall be interpreted, operated, and administered
consistently with this intent.  



 


ADOPTED
BY THE BOARD OF DIRECTORS ON MARCH 4, 2019







 


 




 

13