IN GOOD FAITH IN RELIANCE UPON THE ADVICE OF COUNSEL.
SECTION 4.3
DELEGATION BY THE BOARD.
ALL OF THE POWERS, DUTIES AND
RESPONSIBILITIES OF THE BOARD SPECIFIED IN THE PLAN MAY, TO THE FULL EXTENT
PERMITTED BY APPLICABLE LAW, BE EXERCISED AND PERFORMED BY THE COMMITTEE TO THE
EXTENT AUTHORIZED BY THE BOARD TO EXERCISE AND PERFORM SUCH POWERS, DUTIES AND
RESPONSIBILITIES.
5
ARTICLE V
STOCK SUBJECT TO PLAN
SECTION 5.1
NUMBER.
SUBJECT TO THE PROVISIONS OF SECTION 5.3, THE NUMBER OF
SHARES OF COMMON STOCK SUBJECT TO OPTIONS MAY NOT EXCEED 117,409 SHARES IN THE
AGGREGATE.
NOTWITHSTANDING THE FOREGOING, AT ANY SUCH TIME AS THE OFFER AND
SALE OF SECURITIES PURSUANT TO THIS PLAN IS SUBJECT TO COMPLIANCE WITH SECTION
260.140.45 OF TITLE 10 OF THE CALIFORNIA CODE OF REGULATIONS (AS AMENDED FROM
TIME TO TIME), THE TOTAL NUMBER OF SHARES OF COMMON STOCK SUBJECT TO THE PLAN
(TOGETHER WITH EQUITY-BASED AWARDS UNDER ANY OTHER INCENTIVE PLAN OF THE
COMPANY) AND THE TOTAL NUMBER OF SHARES AVAILABLE FOR AWARD UNDER ANY STOCK
BONUS OR SIMILAR PLAN OF THE COMPANY SHALL NOT EXCEED THIRTY PERCENT (30%) (OR
SUCH OTHER HIGHER PERCENTAGE LIMITATION AS MAY BE APPROVED BY THE SHAREHOLDERS
OF THE COMPANY PURSUANT TO SECTION 260.140.45) OF THE THEN OUTSTANDING SHARES OF
THE COMPANY AS CALCULATED IN ACCORDANCE WITH THE CONDITIONS AND EXCLUSIONS OF
SECTION 260.140.45.
SECTION 5.2
CANCELED, TERMINATED, OR FORFEITED OPTIONS.
ANY SHARES OF COMMON
STOCK SUBJECT TO AN OPTION THAT FOR ANY REASON EXPIRES OR IS CANCELED,
TERMINATED, FORFEITED, SUBSTITUTED FOR OR OTHERWISE SETTLED WITHOUT THE ISSUANCE
OF SUCH SHARES OF COMMON STOCK SHALL AGAIN BE AVAILABLE FOR AWARD UNDER THE
PLAN.
SECTION 5.3
ADJUSTMENTS IN CAPITALIZATION.
IF THE BOARD DETERMINES IN ITS SOLE
DISCRETION THAT, AS A RESULT OF ANY ADJUSTMENT EVENT, AN ADJUSTMENT IS NECESSARY
OR APPROPRIATE TO PRESERVE, OR TO PREVENT ENLARGEMENT OF, THE BENEFITS OR
POTENTIAL BENEFITS MADE AVAILABLE UNDER THE PLAN, THEN THE BOARD SHALL, IN SUCH
MANNER AS THE BOARD SHALL DEEM EQUITABLE, ADJUST ANY OR ALL OF (A) THE NUMBER
AND KIND OF SHARES THAT ARE THEREAFTER AVAILABLE UNDER THE PLAN, (B) THE NUMBER
AND KIND OF SHARES SUBJECT TO OUTSTANDING OPTIONS AND THE EXERCISE PRICE OF SUCH
OPTIONS, AND (C) THE NUMBER AND KIND OF SHARES SUBJECT TO SUBSCRIPTION
AGREEMENTS AND THE PURCHASE PRICE FOR SUCH SHARES.
IN ADDITION, THE BOARD MAY
MAKE PROVISIONS FOR A CASH PAYMENT TO ANY AND ALL PARTICIPANTS IN RESPECT OF
THEIR SHARES OF COMMON STOCK UNDERLYING OPTIONS AND SUBJECT TO SUBSCRIPTION
AGREEMENTS, AS THE CASE MAY BE.
FURTHER, IN CONNECTION WITH ANY SUCH
ADJUSTMENT, THE NUMBER OF SHARES OF COMMON STOCK UNDERLYING OPTIONS AND THE
NUMBER OF SHARES OF COMMON STOCK SUBJECT TO ANY SUBSCRIPTION AGREEMENT SHALL BE
ROUNDED TO THE NEAREST WHOLE NUMBER.
ARTICLE VI
OPTIONS
SECTION 6.1
GRANT OF OPTIONS.
OPTIONS MAY BE GRANTED TO PARTICIPANTS AT SUCH
TIME OR TIMES THE BOARD SHALL DETERMINE.
THE DATE OF GRANT OF AN OPTION UNDER
THE PLAN WILL BE THE DATE ON