WHICH IS CANCELED IN THE SAME FISCAL YEAR OF THE COMPANY IN WHICH IT WAS GRANTED
SHALL CONTINUE TO BE COUNTED AGAINST THE SECTION 162(M) GRANT LIMIT FOR SUCH
PERIOD.
4.
STOCK SUBJECT TO PLAN.
(A)
BASIC LIMITATION.
THE AGGREGATE NUMBER OF
SHARES THAT MAY BE ISSUED UNDER THE PLAN (UPON EXERCISE OF OPTIONS, STOCK
PURCHASE RIGHTS, RESTRICTED STOCK UNITS OR OTHER RIGHTS TO ACQUIRE SHARES) SHALL
NOT EXCEED FIVE MILLION THREE HUNDRED THIRTY THOUSAND (5,330,000) SHARES,
SUBJECT TO ADJUSTMENT PURSUANT TO SECTION 9. THE NUMBER OF SHARES THAT ARE
SUBJECT TO OPTIONS OR OTHER RIGHTS OUTSTANDING AT ANY TIME UNDER THE PLAN SHALL
NOT EXCEED THE NUMBER OF SHARES THAT THEN REMAIN AVAILABLE FOR ISSUANCE UNDER
THE PLAN.
THE COMPANY, DURING THE TERM OF THE PLAN, SHALL AT ALL TIMES RESERVE
AND KEEP AVAILABLE SUFFICIENT SHARES TO SATISFY THE REQUIREMENTS OF THE PLAN.
(B)
ADDITIONAL SHARES.
IN THE EVENT THAT ANY
OUTSTANDING OPTION, STOCK PURCHASE RIGHT, RESTRICTED STOCK UNITS OR OTHER RIGHT
FOR ANY REASON EXPIRES OR IS CANCELED OR OTHERWISE TERMINATED, THE SHARES
ALLOCABLE TO THE UNEXERCISED PORTION OF SUCH OPTION OR OTHER RIGHT SHALL AGAIN
BE AVAILABLE FOR THE PURPOSES OF THE PLAN.
IN THE EVENT THAT SHARES ISSUED
UNDER THE PLAN ARE REACQUIRED BY THE COMPANY PURSUANT TO ANY FORFEITURE
PROVISION, RIGHT OF REPURCHASE OR RIGHT OF FIRST REFUSAL, SUCH SHARES SHALL
AGAIN BE AVAILABLE FOR THE PURPOSES OF THE PLAN, EXCEPT THAT THE AGGREGATE
NUMBER OF SHARES WHICH MAY BE ISSUED UPON THE EXERCISE OF ISOS SHALL IN NO
2
EVENT EXCEED FIVE MILLION THREE HUNDRED THIRTY THOUSAND (5,330,000) SHARES
(SUBJECT TO ADJUSTMENT PURSUANT TO SECTION 9).
5.
TERMS AND CONDITIONS OF STOCK PURCHASE
AWARDS OR SALES.
(A)
STOCK PURCHASE AGREEMENT.
EACH AWARD OR
SALE OF SHARES PURSUANT TO SECTION 5 SHALL BE EVIDENCED BY A STOCK PURCHASE
AGREEMENT BETWEEN THE PURCHASER AND THE COMPANY.
SUCH AWARD OR SALE SHALL BE
SUBJECT TO ALL APPLICABLE TERMS AND CONDITIONS OF THE PLAN AND MAY BE SUBJECT TO
ANY OTHER TERMS AND CONDITIONS WHICH ARE NOT INCONSISTENT WITH THE PLAN AND
WHICH THE BOARD OF DIRECTORS DEEMS APPROPRIATE FOR INCLUSION IN A STOCK PURCHASE
AGREEMENT.
THE PROVISIONS OF THE VARIOUS STOCK PURCHASE AGREEMENTS ENTERED INTO
UNDER THE PLAN NEED NOT BE IDENTICAL.
(B)
DURATION OF OFFERS AND NONTRANSFERABILITY OF
RIGHTS.
ANY RIGHT TO ACQUIRE SHARES PURSUANT TO SECTION 5 SHALL AUTOMATICALLY
EXPIRE IF NOT EXERCISED BY THE PURCHASER WITHIN 30 DAYS AFTER THE GRANT OF SUCH
RIGHT WAS COMMUNICATED TO THE PURCHASER BY THE COMPANY IN WRITING.
SUCH RIGHT
SHALL NOT BE TRANSFERABLE AND SHALL BE EXERCISABLE ONLY BY THE PURCHASER TO WHOM
SUCH RIGHT WAS GRANTED.
(C)
PURCHASE PRICE.
THE PURCHASE PRICE OF
SHARES TO BE OFFERED PURSUANT TO SECTION 5 SHALL NOT BE LESS THAN 85% OF THE
FAIR MARKET VALUE OF SUCH SHARES.
SUBJECT TO THE PRECEDING SENTENCE, THE
PURCHASE PRICE SHALL BE DETERMINED BY THE BOARD OF DIRECTORS AT ITS SOLE
DISCRETION.
THE PURCHASE PRICE SHALL BE PAYABLE IN A FORM DESCRIBED