exv10w2



 





Exhibit 10.2




Blackboard Inc.



2004 STOCK INCENTIVE PLAN




	1.	 	Purpose





     The purpose of this 2004 Stock Incentive Plan (the “Plan”) of Blackboard
Inc., a Delaware corporation (the “Company”), is to advance the interests of
the Company’s stockholders by enhancing the Company’s ability to attract,
retain and motivate persons who make (or are expected to make) important
contributions to the Company by providing such persons with equity ownership
opportunities and performance-based incentives and thereby better aligning the
interests of such persons with those of the Company’s stockholders. Except
where the context otherwise requires, the term “Company” shall include any of
the Company’s present or future parent or subsidiary corporations as defined in
Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and
any regulations promulgated thereunder (the “Code”) and any other business
venture (including, without limitation, joint venture or limited liability
company) in which the Company has a controlling interest, as determined by the
Board of Directors of the Company (the “Board”).




	2.	 	Eligibility





     All of the Company’s employees, officers, directors, consultants and
advisors are eligible to be granted options, restricted stock awards, or other
stock-based awards (each, an “Award”) under the Plan. Each person who has been
granted an Award under the Plan shall be deemed a “Participant.”




	3.	 	Administration and Delegation





     (a) Administration by Board of Directors. The Plan will be
administered by the Board. The Board shall have authority to grant Awards and
to adopt, amend and repeal such administrative rules, guidelines and practices
relating to the Plan as it shall deem advisable. The Board may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or any
Award in the manner and to the extent it shall deem expedient to carry the Plan
into effect and it shall be the sole and final judge of such expediency. All
decisions by the Board shall be made in the Board’s sole discretion and shall
be final and binding on all persons having or claiming any interest in the Plan
or in any Award. No director or person acting pursuant to the authority
delegated by the Board shall be liable for any action or determination relating
to or under the Plan made in good faith.



     (b) Appointment of Committees. To the extent permitted by
applicable law, the Board may delegate any or all of its powers under the Plan
to one or more committees or subcommittees of the Board (a “Committee”). All
references in the Plan to the “Board” shall mean the Board or a Committee of
the Board or the executive officers referred to in Section 3(c) to the extent
that the Board’s powers or authority under the Plan have been delegated to such
Committee or executive officers.



 









 





     (c) Delegation to Executive Officers. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to grant Awards to employees or officers of the Company or
any of its present or future subsidiary corporations and to exercise such other
powers under the Plan as the Board may determine, provided that the Board shall
fix the terms of the Awards to be granted by such executive officers (including
the exercise price of such Awards, which may include a formula by which the
exercise price will be determined) and the maximum number of shares subject to
Awards that the executive officers may grant; provided further, however, that
no executive officer shall be authorized to grant Awards to any “executive
officer” of the Company (as defined by Rule 3b-7 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) or to any “officer” of the
Company (as defined by Rule 16a-1 under the Exchange Act).




	4.	 	Stock Available for Awards





     (a) Number of Shares. Subject to adjustment under Section 8,
Awards may be made under the Plan for up to 2,000,000 shares of common stock,
$0.01 par value per share, of the Company (the “Common Stock”).



     If any Award expires or is terminated, surrendered or canceled without
having been fully exercised or is forfeited in whole or in part (including as
the result of shares of Common Stock subject to such Award being repurchased by
the Company at the original issuance price pursuant to a contractual repurchase
right) or results in any Common Stock not being issued, the unused Common Stock
covered by such Award shall again be available for the grant of Awards under
the Plan, subject, however, in the case of Incentive Stock Options, to any
limitations under the Code. Shares issued under the Plan may consist in whole
or in part of authorized but unissued shares or treasury shares.



     (b) Per-Participant Limit. Subject to adjustment under Section 8,
for Awards granted after the Common Stock is registered under the Securities
Exchange Act of 1934 (the “Exchange Act”), the maximum number of shares of
Common Stock with respect to which Awards may be granted to any Participant
under the Plan shall be 500,000 per calendar year. The per-Participant limit
described in this Section 4(b) shall be construed and applied consistently with
Section 162(m) of the Code (“Section 162(m)”).




	5.	 	Stock Options





     (a) General. The Board may grant options to purchase Common Stock
(each, an “Option”) and determine the number of shares of Common Stock to be
covered by each Option, the exercise price of each Option and the conditions
and limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive
Stock Option (as hereinafter defined) shall be designated a “Nonstatutory Stock
Option.”



     (b) Incentive Stock Options. An Option that the Board intends to
be an “incentive stock option” as defined in Section 422 of the Code (an
“Incentive Stock Option”) shall only be granted to employees of Blackboard
Inc., any of Blackboard Inc.’s present or future parent or



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subsidiary corporations as defined in Sections 424(e) or (f) of
the Code, and any other entities the employees of which are eligible to receive
Incentive Stock Options under the Code, and shall be subject to and shall be
construed consistently with the requirements of Section 422 of the Code. The
Company shall have no liability to a Participant, or any other party, if an
Option (or any part thereof) that is intended to be an Incentive Stock Option
is not an Incentive Stock Option.




     (c) Exercise Price. The Board shall establish the exercise price
at the time each Option is granted and specify it in the applicable option
agreement.



     (d) Duration of Options. Each Option shall be exercisable at such
times and subject to such terms and conditions as the Board may specify in the
applicable option agreement.



     (e) Exercise of Option. Options may be exercised by delivery to
the Company of a written notice of exercise signed by the proper person or by
any other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised.



     (f) Payment Upon Exercise. Common Stock purchased upon the
exercise of an Option granted under the Plan shall be paid for as follows:




	 	(1)	 	in cash or by check, payable to the order of the
Company;
	 
	 	(2)	 	except as the Board may, in its sole discretion,
otherwise provide in an option agreement, by (i) delivery of
an irrevocable and unconditional undertaking by a creditworthy
broker to deliver promptly to the Company sufficient funds to
pay the exercise price and any required tax withholding or
(ii) delivery by the Participant to the Company of a copy of
irrevocable and unconditional instructions to a creditworthy
broker to deliver promptly to the Company cash or a check
sufficient to pay the exercise price and any required tax
withholding;
	 
	 	(3)	 	when the Common Stock is registered under the
Exchange Act and listed on a national securities exchange, the
NASDAQ National Market or another nationally recognized
trading system, by delivery of shares of Common Stock owned by
the Participant valued at the average of the high and low
reported sale prices per share of Common Stock thereon on the
trading day immediately preceding the date of exercise (or, if
no such price is reported on such day, the shares of Common
Stock shall be valued at their fair market value as determined
by, or in a manner approved by, the Board in good faith),
provided (i) such method of payment is then permitted under
applicable law and (ii) such Common Stock, if acquired
directly from the Company, was owned by the Participant at
least six months prior to such delivery;





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	 	(4)	 	to the extent permitted by applicable law and by
the Board, in its sole discretion by (i) delivery of a
promissory note of the Participant to the Company on terms
determined by the Board, or (ii) payment of such other lawful
consideration as the Board may determine; or
	 
	 	(5)	 	by any combination of the above permitted forms
of payment.





     (g) Substitute Options. In connection with a merger or
consolidation of an entity with the Company or the acquisition by the Company
of property or stock of an entity, the Board may grant Options in substitution
for any options or other stock or stock-based awards granted by such entity or
an affiliate thereof. Substitute Options may be granted on such terms as the
Board deems appropriate in the circumstances, notwithstanding any limitations
on Options contained in the other sections of this Section 5 or in Section 2.




	6.	 	Restricted Stock





     (a) Grants. The Board may grant Awards entitling recipients to
acquire shares of Common Stock, subject to the right of the Company to
repurchase all or part of such shares at their issue price or other stated or
formula price (or to require forfeiture of such shares if issued at no cost)
from the recipient in the event that conditions specified by the Board in the
applicable Award are not satisfied prior to the end of the applicable
restriction period or periods established by the Board for such Award (each, a
“Restricted Stock Award”).



     (b) Terms and Conditions. The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any.



     (c) Stock Certificates. Any stock certificates issued in respect
of a Restricted Stock Award shall be registered in the name of the Participant
and, unless otherwise determined by the Board, deposited by the Participant,
together with a stock power endorsed in blank, with the Company (or its
designee). At the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant
to receive amounts due or exercise rights of the Participant in the event of
the Participant’s death (the “Designated Beneficiary”). In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant’s estate.




	7.	 	Other Stock-Based Awards





     The Board shall have the right to grant other Awards based upon the Common
Stock having such terms and conditions as the Board may determine, including
the grant of shares based upon certain conditions, the grant of securities
convertible into Common Stock and the grant of stock appreciation rights.



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	8.	 	Adjustments for Changes in Common Stock and Certain Other Events





     (a) Changes in Capitalization. In the event of any stock split,
reverse stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than an ordinary
cash dividend, (i) the number and class of securities available under this
Plan, (ii) the per-Participant limit set forth in Section 4(b), (iii) the
number and class of securities and exercise price per share subject to each
outstanding Option, (iv) the repurchase price per share subject to each
outstanding Restricted Stock Award, and (v) the terms of each other outstanding
Award shall be appropriately adjusted by the Company (or substituted Awards may
be made, if applicable) to the extent the Board shall determine, in good faith,
that such an adjustment (or substitution) is necessary and appropriate. If
this Section 8(a) applies and Section 8(c) also applies to any event, Section
8(c) shall be applicable to such event, and this Section 8(a) shall not be
applicable.



     (b) Liquidation or Dissolution. In the event of a proposed
liquidation or dissolution of the Company, the Board shall upon written notice
to the Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation
or dissolution on any Restricted Stock Award or other Award granted under the
Plan at the time of the grant of such Award.



     (c) Reorganization and Change in Control Events




	 	(1)	 	Definitions






	 	(a)	 	A “Reorganization Event” shall mean:






	 	(i)	 	any merger or
consolidation of the Company with or into another
entity as a result of which all of the Common
Stock of the Company is converted into or
exchanged for the right to receive cash,
securities or other property; or
	 
	 	(ii)	 	any exchange of all of
the Common Stock of the Company for cash,
securities or other property pursuant to a share
exchange transaction.






	 	(b)	 	A “Change in Control Event” shall
mean:






	 	(i)	 	the acquisition by an
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 of any
capital stock of the Company if, after such
acquisition, such Person beneficially owns (within
the meaning of Rule 13d-3 promulgated under the
Exchange Act) 25% or more of





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either (x) the then-outstanding shares of common
stock of the Company (the “Outstanding Company
Common Stock”) or (y) the combined voting power
of the then-outstanding securities of the Company
entitled to vote generally in the election of
directors (the “Outstanding Company Voting
Securities”); provided, however,
that for purposes of this subsection (i), the
following acquisitions shall not constitute a
Change in Control Event: (A) any acquisition
directly from the Company (excluding an
acquisition pursuant to the exercise, conversion
or exchange of any security exercisable for,
convertible into or exchangeable for common stock
or voting securities of the Company, unless the
Person exercising, converting or exchanging such
security acquired such security directly from the
Company or an underwriter or agent of the
Company), (B) any acquisition by any employee
benefit plan (or related trust) sponsored or
maintained by the Company or any corporation
controlled by the Company, or (C) any acquisition
by any corporation pursuant to a Business
Combination (as defined below) which complies
with clauses (x) and (y) of subsection (iii) of
this definition; or




	 	(ii)	 	such time as the
Continuing Directors (as defined below) do not
constitute a majority of the Board (or, if
applicable, the Board of Directors of a successor
corporation to the Company), where the term
“Continuing Director” means at any date a member
of the Board (x) who was a member of the Board on
the date of the initial adoption of this Plan by
the Board or (y) who was nominated or elected
subsequent to such date by at least a majority of
the directors who were Continuing Directors at the
time of such nomination or election or whose
election to the Board was recommended or endorsed
by at least a majority of the directors who were
Continuing Directors at the time of such
nomination or election; provided,
however, that there shall be excluded from
this clause (y) any individual whose initial
assumption of office occurred as a result of an
actual or threatened election contest with respect
to the election or removal of directors or other
actual or threatened solicitation of proxies or
consents, by or on behalf of a person other than
the Board; or
	 
	 	(iii)	 	the consummation of a
merger, consolidation, reorganization,
recapitalization or share exchange involving





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the Company or a sale or other disposition of all
or substantially all of the assets of the Company
(a “Business Combination”), unless, immediately
following such Business Combination, each of the
following two conditions is satisfied: (x) all or
substantially all of the individuals and entities
who were the beneficial owners of the Outstanding
Company Common Stock and Outstanding Company
Voting Securities immediately prior to such
Business Combination beneficially own, directly
or indirectly, more than 50% of the
then-outstanding shares of common stock and the
combined voting power of the then-outstanding
securities entitled to vote generally in the
election of directors, respectively, of the
resulting or acquiring corporation in such
Business Combination (which shall include,
without limitation, a corporation which as a
result of such transaction owns the Company or
substantially all of the Company’s assets either
directly or through one or more subsidiaries)
(such resulting or acquiring corporation is
referred to herein as the “Acquiring
Corporation”) in substantially the same
proportions as their ownership of the Outstanding
Company Common Stock and Outstanding Company
Voting Securities, respectively, immediately
prior to such Business Combination and (y) no
Person (excluding the Acquiring Corporation or
any employee benefit plan (or related trust)
maintained or sponsored by the Company or by the
Acquiring Corporation) beneficially owns,
directly or indirectly, 25% or more of the
then-outstanding shares of common stock of the
Acquiring Corporation, or of the combined voting
power of the then-outstanding securities of such
corporation entitled to vote generally in the
election of directors (except to the extent that
such ownership existed prior to the Business
Combination).




	 	(2)	 	Effect on Options






	 	(a)	 	Reorganization Event. Upon
the occurrence of a Reorganization Event (regardless of
whether such event also constitutes a Change in Control
Event), or the execution by the Company of any agreement
with respect to a Reorganization Event (regardless of
whether such event will result in a Change in Control
Event), the Board shall provide that all outstanding
Options shall be assumed, or equivalent options shall be
substituted, by the acquiring or succeeding corporation
(or an affiliate thereof); provided that
if such Reorganization Event also constitutes a Change in
Control





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Event, except to the extent specifically
provided to the contrary in the applicable option
agreement or any other agreement between a Participant
and the Company, upon such Change in Control Event, the
vesting schedule of an Option shall be accelerated so
that such Option shall become immediately exercisable
for the number of shares subject to the Option which
otherwise would have first vested within 12 months
following such Change in Control Event, and any
remaining unvested shares subject to such Option shall
continue to vest in accordance with the vesting
schedule set forth in the applicable option agreement
as though such 12 month period had actually passed.
For purposes hereof, an Option shall be considered to
be assumed if, following consummation of the
Reorganization Event, the Option confers the right to
purchase, for each share of Common Stock subject to the
Option immediately prior to the consummation of the
Reorganization Event, the consideration (whether cash,
securities or other property) received as a result of
the Reorganization Event by holders of Common Stock for
each share of Common Stock held immediately prior to
the consummation of the Reorganization Event (and if
holders were offered a choice of consideration, the
type of consideration chosen by the holders of a
majority of the outstanding shares of Common Stock);
provided, however, that if the consideration received
as a result of the Reorganization Event is not solely
common stock of the acquiring or succeeding corporation
(or an affiliate thereof), the Company may, with the
consent of the acquiring or succeeding corporation,
provide for the consideration to be received upon the
exercise of Options to consist solely of common stock
of the acquiring or succeeding corporation (or an
affiliate thereof) equivalent in fair market value to
the per share consideration received by holders of
outstanding shares of Common Stock as a result of the
Reorganization Event.




     Notwithstanding the foregoing, if the acquiring or
succeeding corporation (or an affiliate thereof) does
not agree to assume, or substitute for, such Options,
then the Board shall, upon written notice to the
Participants, provide that all then unexercised Options
will become exercisable in full as of a specified time
prior to the Reorganization Event and will terminate
immediately prior to the consummation of such
Reorganization Event, except to the extent exercised by
the Participants before the consummation of such
Reorganization Event; provided, however, that in the
event of a Reorganization Event under the terms of
which holders of Common Stock will receive upon
consummation thereof a cash payment for each share of
Common Stock surrendered pursuant to such Reorganization Event (the “Acquisition
Price”), then the



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Board may instead provide that all
outstanding Options shall terminate upon consummation
of such Reorganization Event and that each Participant
shall receive, in exchange therefor, a cash payment
equal to the amount (if any) by which (A) the
Acquisition Price multiplied by the number of shares of
Common Stock subject to such outstanding Options
(whether or not then exercisable), exceeds (B) the
aggregate exercise price of such Options. To the
extent all or any portion of an Option becomes
exercisable solely as a result of the first sentence of
this paragraph, upon exercise of such Option the
Participant shall receive shares subject to a right of
repurchase by the Company or its successor at the
Option exercise price. Such repurchase right (1) shall
lapse at the same rate as the Option would have become
exercisable under its terms and (2) shall not apply to
any shares subject to the Option that were exercisable
under its terms without regard to the first sentence of
this paragraph.




	 	(b)	 	Change in Control Event that is
not a Reorganization Event. Upon the occurrence of a
Change in Control Event that does not also constitute a
Reorganization Event, except to the extent specifically
provided to the contrary in the applicable option
agreement or any other agreement between a Participant
and the Company, upon such Change in Control Event, the
vesting schedule of an Option shall be accelerated so
that such Option shall become immediately exercisable
for the number of shares subject to the Option which
otherwise would have first vested within 12 months
following such Change in Control Event, and any
remaining unvested shares subject to such Option shall
continue to vest in accordance with the vesting schedule
set forth in the applicable option agreement as though
such 12 month period had actually passed.






	 	(3)	 	Effect on Restricted Stock Awards






	 	(a)	 	Reorganization Event that is not a
Change in Control Event. Upon the occurrence of a
Reorganization Event that is not a Change in Control
Event, the repurchase and other rights of the Company
under each outstanding Restricted Stock Award shall
inure to the benefit of the Company’s successor and
shall apply to the cash, securities or other property
which the Common Stock was converted into or exchanged
for pursuant to such Reorganization Event in the same
manner and to the same extent as they applied to the
Common Stock subject to such Restricted Stock Award.
	 
	 	(b)	 	Change in Control Event. Upon
the occurrence of a Change in Control Event (regardless
of whether such event also constitutes a Reorganization
Event), except to the extent specifically provided





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to the contrary in the instrument evidencing a Restricted
Stock Award or any other agreement between a Participant
and the Company, upon such Change in Control Event, the
vesting schedule of a Restricted Stock Award shall be
accelerated so that the number of shares subject to such
Award which otherwise would have first vested within 12
months following such Change in Control Event shall
become immediately vested, and any remaining unvested
            shares subject to such Award shall continue to vest in
accordance with the vesting schedule set forth in the
applicable Restricted Stock Award as though such 12
month period had actually passed.




	(4)	 	Effect on Other Awards






	 	(a)	 	Reorganization Event that is not a
Change in Control Event. The Board shall specify the
effect of a Reorganization Event that is not a Change in
Control Event on any other Award granted under the Plan
at the time of the grant of such Award.
	 
	 	(b)	 	Change in Control Event. Upon
the occurrence of a Change in Control Event (regardless
of whether such event also constitutes a Reorganization
Event), except to the extent specifically provided to
the contrary in the instrument evidencing an Award or
any other agreement between a Participant and the
Company, upon such Change in Control Event, the vesting
schedule of any other Award shall be accelerated so that
the number of shares subject to the Award which
otherwise would have first become exercisable,
realizable, vested or free from conditions or
restrictions within 12 months following such Change in
Control Event shall immediately become exercisable,
realizable, vested or free from conditions or
restrictions, and any remaining unvested shares subject
to such Award shall continue to become exercisable,
realizable, vested or free from conditions or
restrictions in accordance with the vesting schedule set
forth in the applicable Award as though such 12 month
period had actually passed.






	9.	 	General Provisions Applicable to Awards





     (a) Transferability of Awards. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be exercisable only by the Participant. References to
a Participant, to the extent relevant in the context, shall include references
to authorized transferees.



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     (b) Documentation. Each Award shall be evidenced in such form
(written, electronic or otherwise) as the Board shall determine. Each Award
may contain terms and conditions in addition to those set forth in the Plan.



     (c) Board Discretion. Except as otherwise provided by the Plan,
each Award may be made alone or in addition or in relation to any other Award.
The terms of each Award need not be identical, and the Board need not treat
Participants uniformly.



     (d) Termination of Status. The Board shall determine the effect on
an Award of the disability, death, retirement, authorized leave of absence or
other change in the employment or other status of a Participant and the extent
to which, and the period during which, the Participant, the Participant’s legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.



     (e) Withholding. Each Participant shall pay to the Company, or
make provision satisfactory to the Board for payment of, any taxes required by
law to be withheld in connection with Awards to such Participant no later than
the date of the event creating the tax liability. Except as the Board may
otherwise provide in an Award, when the Common Stock is registered under the
Exchange Act, Participants may satisfy such tax obligations in whole or in part
by delivery of shares of Common Stock, including shares retained from the Award
creating the tax obligation, valued in accordance with the procedures set forth
in Section 5(f)(3); provided, however, that the total tax withholding where
stock is being used to satisfy such tax obligations cannot exceed the Company’s
minimum statutory withholding obligations (based on minimum statutory
withholding rates for federal and state tax purposes, including payroll taxes,
that are applicable to such supplemental taxable income). The Company may, to
the extent permitted by law, deduct any such tax obligations from any payment
of any kind otherwise due to a Participant.



     (f) Amendment of Award. The Board may amend, modify or terminate
any outstanding Award, including but not limited to, substituting therefor
another Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant’s consent to such action shall be
required unless the Board determines that the action, taking into account any
related action, would not materially and adversely affect the Participant.



     (g) Conditions on Delivery of Stock. The Company will 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 Participant 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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     (h) Acceleration. The Board may at any time provide that any Award
shall become immediately exercisable in full or in part, free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the
case may be.



     (i) Deferred Delivery of Shares Issuable Pursuant to an Award. The
Board may, at the time any Award is granted, provide that, at the time Common
Stock would otherwise be delivered pursuant to the Award, the Participant shall
instead receive an instrument evidencing the right to future delivery of Common
Stock at such time or times, and on such conditions, as the Board shall
specify. The Board may at any time accelerate the time at which delivery of
all or any part of the Common Stock shall take place.




	10.	 	Miscellaneous





     (a) No Right To Employment or Other Status. No person shall have
any claim or right to be granted an Award, and the grant of an Award shall not
be construed as giving a Participant 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
Participant free from any liability or claim under the Plan, except as
expressly provided in the applicable Award.



     (b) No Rights As Stockholder. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any
rights as a stockholder with respect to any shares of Common Stock to be
distributed with respect to an Award until becoming the record holder of such
shares. Notwithstanding the foregoing, in the event the Company effects a
split of the Common Stock by means of a stock dividend and the exercise price
of and the number of shares subject to such Option are adjusted as of the date
of the distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.



     (c) Effective Date and Term of Plan. The Plan shall become
effective on the date on which it is adopted by the Board. No Awards shall be
granted under the Plan after the completion of ten years from the earlier of
(i) the date on which the Plan was adopted by the Board or (ii) the date the
Plan was approved by the Company’s stockholders, but Awards previously granted
may extend beyond that date.



     (d) Amendment of Plan. The Board may amend, suspend or terminate
the Plan or any portion thereof at any time, provided that to the extent
required by Section 162(m), no Award granted to a Participant that is intended
to comply with Section 162(m) after the date of such amendment shall become
exercisable, realizable or vested, as applicable to such Award,
unless and until such amendment shall have been approved by the Company’s
stockholders as required by Section 162(m) (including the vote required under
Section 162(m)).



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     (e) Authorization of Sub-Plans. The Board may from time to time
establish one or more sub-plans under the Plan for purposes of satisfying
applicable blue sky, securities or tax laws of various jurisdictions. The
Board shall establish such sub-plans by adopting supplements to this Plan
containing (i) such limitations on the Board’s discretion under the Plan as the
Board deems necessary or desirable or (ii) such additional terms and conditions
not otherwise inconsistent with the Plan as the Board shall deem necessary or
desirable. All supplements adopted by the Board shall be deemed to be part of
the Plan, but each supplement shall apply only to Participants within the
affected jurisdiction and the Company shall not be required to provide copies
of any supplement to Participants in any jurisdiction which is not the subject
of such supplement.



     (f) Governing Law. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.




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