ex_1011.htm


    
      

      

    

    EXHIBIT
      10.11

     

     

    LOCATION
      BASED TECHNOLOGIES, CORP.

     

    2007
      STOCK INCENTIVE PLAN

     

     

    1.           Purpose.  The
      purpose of this 2007 Stock Incentive Plan (the “Plan”) of Location Based
      Technologies, Corp., a California 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.

     

    
      
        
        

      

      
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    (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 aggregate 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.  Subject to adjustment under Section 8,
      Awards may be made under the Plan for up to 750,000 shares of common stock
      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 (as hereinafter defined), 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.  Until such
      time as the Common Stock meets the definition of “covered security” under
      Section 18 of the Securities Act of 1933, as amended, at no time while there
      is
      any Option (as defined below) outstanding and held by a Participant who was
      a
      resident of the State of California on the date of grant of such Option, shall
      the total number of shares of Common Stock issuable upon exercise of all
      outstanding options and the total number of shares provided for under any stock
      bonus or similar plan of the Company exceed the applicable percentage as
      calculated in accordance with the conditions and exclusions of Section
      260.140.45 of the California Code of Regulations, based on the shares of the
      Company which are outstanding at the time the calculation is made.

     

    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 the Company 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) which is
      intended to be an Incentive Stock Option is not an Incentive Stock
      Option.

     

    
      
        
        

      

      
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    (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, but
      in
      no event shall it be less than 85% of the Fair Market Value of the Company’s
      Common Stock on the date of grant for Nonstatutory Stock Options or 100% of
      the
      Fair Market Value for Incentive Stock Options (110% for persons owning more
      than
      10% of the total voting power of all classes of the Company’s outstanding
      stock).  Fair Market Value shall be determined in a manner not
      inconsistent with Section 260.140.50 of the California Code of
      Regulations.

     

    (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 Securities Exchange Act of 1934 (the
      “Exchange Act”), by delivery of shares of Common Stock owned by the Participant
      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;

     

    (4)           to
      the extent permitted 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;

     

    (5)           by
      the Optionee directing the Company to withhold from shares which the Optionee
      would have received upon exercise of an Option a number of shares having a
      Fair
      Market Value equal to the exercise price of such Option (so-called “cashless
      exercise”); or

     

    (6)           by
      any combination of the above permitted forms of payment.

     

    
      
        
        

      

      
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    (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.

     

    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 a normal cash dividend,
      (i)
      the number and class of securities available under this Plan, (ii) the number
      and class of securities and exercise price per share subject to each outstanding
      Option, (iii) the repurchase price per share subject to each outstanding
      Restricted Stock Award, and (iv) 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.

     

    
      
        
        

      

      
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    (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 ten 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
      Events.

     

    (1)           Definition.  A
      “Reorganization Event” shall mean:  (a) 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 (b) any exchange of all of the Common
      Stock of the Company for cash, securities or other property pursuant to a share
      exchange transaction.

     

    (2)           Consequences
      of a Reorganization Event on Options.  Upon the occurrence of a
      Reorganization Event, or the execution by the Company of any agreement with
      respect to a Reorganization Event, the Board shall provide that this Plan and
      all outstanding Options shall be assumed, or equivalent options shall be
      substituted, by the acquiring or succeeding corporation (or an affiliate
      thereof).  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 this Plan, or 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 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.

    
      
        
        

      

      
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    If
      any
      Option provides that it may be exercised for shares of Common Stock which remain
      subject to a repurchase right in favor of the Company, upon the occurrence
      of a
      Reorganization Event, any shares of restricted stock received upon exercise
      of
      such Option shall be treated in accordance with Section 8(c)(3) as if they
      were
      a Restricted Stock Award.

     

    (3)           Consequences
      of a Reorganization Event on Restricted Stock Awards.  Upon the
      occurrence of a Reorganization 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.

     

    (4)           Consequences
      of a Reorganization Event on Other Awards.  The Board shall
      specify the effect of a Reorganization Event on any other Award granted under
      the Plan at the time of the grant of such Award.

     

    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.

     

    (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.

     

    
      
        
        

      

      
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    (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 at their Fair Market Value; 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).  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.

     

    (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.

     

    
      
        
        

      

      
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    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.

     

    (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
      California, without regard to any applicable conflicts of law; provided however,
      if this Plan and the Awards associated herewith are assumed by an acquiring
      corporation or other business entity pursuant to Section 8(c) hereof, the
      governing law shall be that of the state of incorporation of the acquiring
      entity.

     

    
      
        
        

      

      
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    LOCATION
      BASED TECHNOLOGIES, CORP.

     

    2007
      STOCK INCENTIVE PLAN

     

    CALIFORNIA
      SUPPLEMENT

     

     

    Pursuant
      to Section 10(e) of the Plan, the Board has adopted this supplement for purposes
      of satisfying certain rules of the California Corporations
      Commissioner.

     

    Any
      Awards granted under the Plan to a Participant who is a resident of the State
      of
      California on the date of grant (a “California Participant”) shall be subject to
      the following additional limitations, terms and conditions:

     

    1.           Additional
      Limitations on Options.

     

    (a)           Forfeitures.
      Options granted to California Participants may be subject to such reasonable
      forfeiture conditions as the Board may choose to impose and which are not
      inconsistent with Section 260.140.41 of the California Code of
      Regulations.

     

    (b)           Maximum
      Duration of Options.  No Options granted to California
      Participants will be granted for a term in excess of ten years.

     

    (c)           Minimum
      Exercise Period Following Termination.  Unless a California
      Participant’s employment is terminated for cause (as defined in any contract of
      employment between the Company and such Participant, or if none, in the
      instrument evidencing the grant of such Participant’s Option), in the event of
      termination of employment of such Participant, he or she shall have the right
      to
      exercise an Option, to the extent that he or she was otherwise entitled to
      exercise such Option on the date employment terminated, as
      follows:  (i) at least six months from the date of termination, if
      termination was caused by such Participant’s death or “permanent and total
      disability” (within the meaning of Section 22(e)(3) of the Code) and (ii) at
      least 30 days from the date of termination, if termination was caused other
      than
      by such Participant’s death or “permanent and total disability” (within the
      meaning of Section 22(e)(3) of the Code).

     

    (d)           Limitation
      on Repurchase Rights.  If an Option granted to a California
      Participant gives the Company the right to repurchase shares of Common Stock
      issued pursuant to the Plan upon termination of employment of such Participant,
      the terms of such repurchase right must comply with Section 260.140.41(k) of
      the
      California Code of Regulations.

     

    2.           Additional
      Limitations for Restricted Stock Awards.

     

    (a)           Minimum
      Purchase Price.  The purchase price for a Restricted Stock Award
      granted to a California Participant shall be not less than 85% of the Fair
      Market Value of the Common Stock at the time such Participant is granted the
      right to purchase shares under the Plan or at the time the purchase is
      consummated; provided, however, that if such Participant is a person who owns
      stock possessing more than ten percent of the total combined voting power or
      value of all classes of stock of the Company or its parent or subsidiary
      corporations, the purchase price shall be not less than 100% of the Fair Market
      Value of the Common Stock at the time such Participant is granted the right
      to
      purchase shares under the Plan or at the time the purchase is
      consummated.

     

    
      
        
        

      

      
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    (b)           Limitation
      of Repurchase Rights.  If a Restricted Stock Award granted to a
      California Participant gives the Company the right to repurchase shares of
      Common Stock issued pursuant to the Plan upon termination of employment of
      such
      Participant, the terms of such repurchase right must comply with Section
      260.140.42(h) of the California Code of Regulations.

     

    3.           Additional
      Limitations for Other Stock-Based Awards.  The terms of all Awards
      granted to a California Participant under Section 7 of the Plan shall comply,
      to
      the extent applicable, with Section 260.140.41 or Section 260.140.42 of the
      California Code of Regulations.

     

    4.           Additional
      Requirement to Provide Information to California
      Participants.  The Company shall provide to each California
      Participant and to each California Participant who acquires Common Stock
      pursuant to the Plan, not less frequently than annually, copies of annual
      financial statements (which need not be audited).  The Company shall
      not be required to provide such statements to key employees whose duties in
      connection with the Company assure their access to equivalent
      information.  When the Company has a class of equity securities
      registered under Section 12 of the Securities Exchange Act of 1934, as amended,
      such financial statements shall be deemed provided when the Company notifies
      California Participants that its Annual Report of Form 10-K or Form 10-KSB
      is
      available on the website of the Securities and Exchange Commission.

     

    5.           Additional
      Limitations on Timing of Awards.  No Award granted to a California
      Participant shall become exercisable, vested or realizable, as applicable to
      such Award, unless the Plan has been approved by the Company’s stockholders
      within 12 months before or after the date the Plan was adopted by the
      Board.

     

    6.           Additional
      Limitations Relating to Definition of Fair Market Value.  For
      purposes of Section 1(b) and 2(a) of this supplement, “Fair Market Value” shall
      be determined in a manner not inconsistent with Section 260.140.50 of the
      California Code of Regulations.

     

    7.           Additional
      Restriction Regarding Recapitalizations, Stock Splits, Etc.  For
      purposes of Section 8 of the Plan, in the event of a stock split, reverse stock
      split, stock dividend, recapitalization, combination, reclassification or other
      distribution of the Company’s securities, the number of securities allocated to
      each California Participant must be adjusted proportionately and without the
      receipt by the Company of any consideration from any California
      participant.

     

     

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