1993 Stock Option Plan for Outside Directors - McAfee Associates Inc.
AMENDED AND RESTATED
1993 STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS
(FORMERLY THE McAFEE ASSOCIATES, INC.
STOCK OPTION PLAN FOR OUTSIDE DIRECTORS)
ARTICLE I
INTRODUCTION
1.1 ESTABLISHMENT. On January 19, 1993, McAfee Associates, Inc., a
Delaware corporation, the predecessor to Networks Associates, Inc., a Delaware
corporation (together with any successor corporation thereto, the "Company"),
established the McAfee Associates, Inc. Stock Option Plan for Outside Directors
(the "Initial Plan") for certain members of its Board (as defined in Section
2.1(d)) who are not employees of the Company or any Affiliated Corporation (as
defined in Section 2.1(b)) and who are eligible to participate in the Plan based
upon the definition of an Outside Director set forth in Section 2.1(i). The
Initial Plan was amended and restated in its entirety in April 1995 by the Board
of Directors of the Company and ratified by the Company's stockholders in June
1995 as the Amended and Restated McAfee Associates, Inc. Stock Option Plan for
Outside Directors (the "Plan").
1.2 PURPOSES. The purpose of the Plan is to provide certain directors
of the Company who are not also employees of the Company or an Affiliated
Corporation (as defined in Section 2.1(b)) added incentive to continue in the
service of the Company and a more direct interest in the future success of the
operations of the Company.
1.3 EFFECTIVE DATE. The effective date of the Plan shall be January 1,
1993 (the "Effective Date"), subject to approval by the affirmative votes of the
holders of a majority of the shares of the Company present or represented and
entitled to vote at a meeting duly held (in person or through written consent)
in accordance with governing law within one year following the Effective Date.
If the stockholders of the Company do not approve the Plan as specified above,
Options granted under the Plan shall be deemed to be rescinded without any
further action by the Board or the Company, and the Plan shall automatically
terminate, notwithstanding any other provision in the Plan to the contrary.
ARTICLE II
DEFINITIONS
2.1 DEFINITIONS. For purposes of the Plan:
(a) "Affiliate" and "Associate" shall have the meanings specified in
Rule 12b-2 or any successor regulation under the Exchange Act.
(b) "Affiliated Corporation" means any corporation or other entity
(including but not limited to a partnership) that is affiliated with the Company
through stock ownership or
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otherwise and is treated as a common employer under the provisions of Sections
414(b) and (c) of the Code.
(c) "Annual Meeting" means the annual meeting of the Company's
stockholders.
(d) "Board" means the Board of Directors of the Company. If a
committee of the Board has been appointed to administer the Plan, "Board" also
means such committee.
(e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(f) "Disabled" or "Disability" shall have the meaning given to such
terms in Section 22(e)(3) of the Code.
(g) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.
(h) "Fair Market Value" of a share of Stock shall be the last
reported sale price of the Stock on the NASDAQ National Market System on the day
the determination is to be made, or if no sale took place on such day, the
average of the closing bid and asked prices of the Stock on the NASDAQ National
Market System on such day, or if the market is closed on such day, on the last
day prior to the date of determination on which the market was open for the
transaction of business, as reported by NASDAQ. If, however, the Stock should be
listed or admitted for trading on a national securities exchange, the Fair
Market Value of a share of the Stock shall be the last reported sale price on
such securities exchange on the date the determination is to be made, or if no
sale took place on such day, the average of the closing bid and asked prices on
such day, or if the market is closed on such day, on the last day prior to the
date of determination on which the market was open for the transaction of
business, as reported in the principal consolidated transaction reporting system
for the principal national securities exchange on which the Stock is listed or
admitted for trading. If the Stock is not listed or traded on the NASDAQ
National Market System or on any national securities exchange, the Fair Market
Value of the Stock for purposes of the grant of Options under the Plan shall be
determined by the Board in good faith.
(i) "Outside Director" is an individual who is (i) a member of the
Board and (ii) not an employee of the Company or an Affiliated Corporation. For
purposes of the Plan, an employee is an individual whose wages are subject to
the withholding of federal income tax under Section 3401 of the Code.
Furthermore, any individual who performs services, whether as an employee,
partner, sole proprietor, director, trustee, independent contractor, or
consultant, for any entity or group of affiliated entities which own at least
ten percent (10%) of the total combined voting power of all classes of stock of
the Company shall not be considered to be a "Outside Director" for purposes of
the Plan.
(j) "Holder" means an Outside Director who has received one or more
Options under the terms of the Plan.
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(k) "Option" means a right granted under the Plan to purchase Stock
at a stated price for a specified period of time. The Options granted under the
Plan shall be nonstatutory stock options, that is options that do not satisfy
the requirements of Section 422 of the Code.
(l) "Option Agreement" means a written agreement between the Company
and the Holder of an Option as described in Section 3.2(c) hereof.
(m) "Option Price" means the price at which shares of Stock subject
to an Option may be purchased, determined in accordance with Section 3.3(b).
(n) "Share" means a share of Stock.
(o) "Stock" means the common stock of the Company.
ARTICLE III
OPTIONS
3.1 PARTICIPATION. Each Outside Director who is elected or re-elected
at an Annual Meeting or at any other time (such as an individual who becomes an
Outside Director by filling a vacancy on the Board or a newly created
directorship) shall receive an Option as of the date of such election. Each
Outside Director who is elected or re-elected for a term longer than one year,
including Outside Directors elected or re-elected prior to the Effective Date,
shall receive Options as of the date of his or her election and as of each
anniversary date during his or her term. Options shall be granted in accordance
with Section 3.2 on the terms and conditions herein described.
3.2 GRANT.
(a) Annual Grants. Effective January 1, 2002, each Outside Director
of the Company shall automatically receive, on the date of that Outside
Director's initial election to the Board, an Option to purchase 45,000 Shares
(the "Initial Grant"). Effective January 1, 2002, each Outside Director of the
Company who has already received an Initial Grant shall automatically receive,
on each anniversary date of the Initial Grant, an Option to purchase 20,000
Shares.
(b) Date of Grant. The date on which an Outside Director receives an
Option hereunder is referred to as the date of grant of such Option.
(c) Option Agreement. Each Option granted under the Plan shall be
evidenced by an Option Agreement which shall incorporate and conform to the
terms and conditions set forth in Section 3.3 of the Plan.
3.3 TERMS AND CONDITIONS. Options issued pursuant to the Plan shall
have the following terms and conditions:
(a) Number and Timing. Each Outside Director shall receive under the
Plan Options to purchase the number of Shares determined as specified in Section
3.2, subject to
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adjustment as provided in Section 4.2. Such grants shall be made at the times
specified in Section 3.2.
(b) Price. The price at which each Share covered by the Option may
be purchased by each Outside Director shall be the Fair Market Value of a share
of the Stock on the date of grant, subject to adjustment as provided in Section
4.2.
(c) Duration of Options. Each Option shall expire ten years from the
date the Option is granted (the "Option Period"), unless terminated sooner
pursuant to Section 3.3(d) below or fully exercised prior to the end of such
period.
(d) Termination of Service, Death, Etc. An Option shall terminate in
the following circumstances if the Holder ceases to be a director of the
Company:
(i) Removal for Cause. If the Holder is removed as a director of
the Company during the Option Period for cause, the Option shall be void
thereafter for all purposes, including as to Shares for which the Option was
otherwise exercisable according to Section 3.3(g) prior to the Holder's removal
as a director of the Company.
(ii) Disability. If the Holder ceases to be a director of the
Company on account of Disability, the Option may be exercised by the Holder (or,
in case of death thereafter, by the persons specified in Section 3.3(d)(iii))
within one year following the date on which the Holder ceased to be a director
(if otherwise within the Option Period), but not thereafter. In any such case,
the Option may be exercised only as to Shares for which the Option had become
exercisable on or before the date the Holder ceased to be a director on account
of Disability.
(iii) Death. If the Holder dies during the Option Period while
still serving as a director or within the three-month period referred to in
Section 3.3(d)(iv) below, the Option may be exercised by those entitled to do so
under the Holder's will or by the laws of descent and distribution within one
year following the Holder's death (if otherwise within the Option Period), but
not thereafter. In any such case, the Option may be exercised only as to the
Shares for which the Option had become exercisable on or before the date of the
Holder's death.
(iv) Other Termination. If the Holder ceases to be a director
within the Option Period for any reason other than removal for cause, Disability
or death, the Option may be exercised by the Holder within three months
following the date of such termination (if otherwise within the Option Period),
but not thereafter. In any such case, the Option may be exercised only as to the
Shares for which the Option had become exercisable on or before the date the
Holder ceased to be a director.
(v) Extension if Holder Subject to Section 16(b). Notwithstanding
the foregoing, if a sale within the applicable time periods set forth in
Sections 3.3(d)(i), (ii), (iii), or (iv) of Shares acquired upon the exercise of
the Option would subject the Holder to suit under Section 16(b) of the Exchange
Act, the Option shall remain exercisable until the earliest to occur of (i) the
tenth (10th) day following the date on which a sale of such Shares by the Holder
would no
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longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day
after the Holder's termination of service as a director, or (iii) the expiration
of the Option Period.
(vi) Extension if Exercise Prevented by Law. Notwithstanding the
foregoing, if the exercise of the Option within the applicable time periods set
forth in Section 3.3(d)(i), (ii), (iii) or (iv) is prevented by the provisions
of Section 3.3(e)(iv), the Option shall remain exercisable until three (3)
months after the date the Holder is notified by the Company that the Option is
exercisable, but in any event no later than the expiration of the Option Period.
(e) Transferability, Exercisability.
(i) Each Option granted under the Plan shall not be transferable
by a Holder other than by will or the laws of descent and distribution.
(ii) Each Option granted under the Plan shall be exercisable
during the Holder's lifetime only by the Holder or, in the event of disability
or incapacity, by the Holder's guardian or legal representative.
(iii) Notwithstanding any other provision of the Plan, no Option
may be unconditionally granted unless and until the Plan is approved by the
stockholders of the Company in accordance with Section 1.3, and for any Option
granted prior to the time of such stockholder approval which is subject to such
approval, the date of grant of the Option shall be the date on which the
stockholders of the Company approve the Plan.
(iv) The grant of an Option and the issuance of Shares upon
exercise of an Option shall be subject to compliance with all applicable
requirements of federal and state law with respect to such securities. An Option
may not be exercised if the issuance of Shares upon exercise would constitute a
violation of any applicable federal or state securities laws or other law or
regulations or the requirements of any stock exchange or market system upon
which the Stock may then be listed. In addition, no Option may not be exercised
unless (i) a registration statement under the Securities Act of 1933, as amended
(the "Securities Act"), shall at the time of exercise of the Option be in effect
with respect to the shares issuable upon exercise of the Option or (ii) in the
opinion of legal counsel to the Company, the shares issuable upon exercise of
the Option may be issued in accordance with the terms of an applicable exemption
from the registration requirements of the Securities Act. The inability of the
Company to obtain from any regulatory body having jurisdiction the authority, if
any, deemed by the Company's legal counsel to be necessary to the lawful
issuance and sale of any shares subject to an Option shall relieve the Company
of any liability in respect of the failure to issue or sell such shares as to
which such requisite authority shall not have been obtained. As a condition to
the exercise of an Option, the Company may require the Holder to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance with
any applicable law or regulation and to make any representation or warranty with
respect thereto as may be requested by the Company.
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(f) Exercise, Payments, Etc.
(i) Method of Exercise. The method for exercising each Option
granted shall be by delivery to the Company of written notice specifying the
number of shares with respect to which the Option is exercised. The purchase of
Stock pursuant to the Option shall take place at the principal office of the
Company within thirty days following delivery of such notice, at which time the
purchase price of the Stock shall be paid in full by any of the methods set
forth in Section 3.3(f)(ii) or a combination thereof. A properly executed
certificate or certificates representing the Stock shall be delivered to the
Holder upon payment therefor.
(ii) Payment of Option Price. The Option Price shall be paid by
any of the following methods or any combination of such methods, at the option
of the Holder: (A) cash; (B) certified, cashier's or other check acceptable to
the Company, payable to the order of the Company; (C) delivery to the Company of
certificates representing a number of shares of Stock then owned by the Holder,
the Fair Market Value of which (determined as of the date the notice of exercise
is delivered to the Company) equals the price of the Stock to be purchased
pursuant to the Option, properly endorsed for transfer to the Company; or (D) by
the assignment of the proceeds of a sale of some or all of the shares being
acquired upon the exercise of the Option (including, without limitation, through
an exercise complying with the provisions of Regulation T as promulgated from
time to time by the Board of Governors of the Federal Reserve System)
("Immediate Sales Proceeds"). No Option may be exercised by delivery to the
Company of certificates representing Stock that has been held by the Option
Holder for less than six months or such other period as shall be sufficient for
the Company to avoid, if possible, the recognition of expense with respect to
the Option for accounting purposes. The payment of the exercise price with
Immediate Sales Proceeds shall comply with procedures established by the
Company, which procedures may be changed from time to time in the Company's sole
discretion. The Company retains the right to discontinue the availability of
payment with Immediate Sales Proceeds at any time.
(g) Service Required for Exercise. Except as set forth in Section
1.3 and 3.3(d), the Initial Grant made to an Outside Director under the Plan
shall become exercisable (i) for one-third (1/3) of the total number of shares
subject to such Option after one year of continuous service by the Holder as a
director of the Company after the date of grant and (ii) for an additional
one-third (1/3) of the total number of shares subject to the Option at the end
of each full year of continuous service as a director of the Company thereafter,
in each case rounded to the nearest whole number of shares. Except as set forth
in Sections 1.3 and 3.3(d), each subsequent Option granted to an Outside
Director under the Plan shall be exercisable in its entirety after three (3)
years of continuous service by the Holder as a director of the Company after the
date of grant. Except as set forth in Section 5.2, the Option shall not be
exercisable as to any Shares as to which the applicable continuous service
requirements has not been satisfied, regardless of the circumstances under which
the Holder ceased to be a director.
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ARTICLE IV
AUTHORIZED STOCK
4.1 THE STOCK. Subject to adjustment pursuant to Section 4.2, the
maximum aggregate number of shares of Stock that may be issued under the Plan
shall be 1,132,813 and shall consist of authorized but unissued shares or
treasury shares of Stock or any combination thereof. Shares of Stock underlying
expired or canceled and unexercised Options shall again be available for
issuance under the Plan. However, shares surrendered to the Company in payment
of the Option Price of an Option shall not be available for issuance under the
Plan.
4.2 ADJUSTMENTS.
(a) Stock Splits, Stock Dividends, Etc. If the Company at any time
increases or decreases the number of its outstanding shares of Stock, or changes
in any way the rights and privileges of such shares, by means of the payment of
a stock dividend or the making of any other distribution upon such shares
payable in Stock, or through a stock split or subdivision of shares, or a
consolidation or combination of shares, or through a reclassification or
recapitalization involving the Stock, then the class, numbers, rights and
privileges of the following shall be increased, decreased or changed in like
manner as if the Stock issuable upon exercise of the Option had been validly
issued and outstanding, fully paid and nonassessable at the time of such
occurrence: (i) the number and class of shares issuable pursuant to the Plan as
provided in Section 4.1, (ii) the number and class of shares for which Options
may be granted under the Plan pursuant to Section 3.2, (iii) the number and
class of shares then subject to each outstanding Option granted under the Plan,
and (iv) the Option Price for each outstanding Option.
If a majority of the shares which are of the same class as the shares
that are subject to outstanding Options are exchanged for, converted into, or
otherwise become (whether or not pursuant to a Transfer of Control (as defined
in Section 5.1) shares of another corporation (the "New Shares"), the Board may
unilaterally amend the outstanding Options to provide that such Options are
exercisable for New Shares. In the event of any such amendment, the number of
shares subject to, and the Option Price of, the outstanding Options shall be
adjusted in a fair and equitable manner as determined by the Board, in its sole
discretion.
(b) Adjustments for Certain Distributions of Property. If the
Company shall at any time distribute with respect to its outstanding Stock,
assets or securities of other persons (excluding cash dividends, distributions
payable out of capital surplus, and dividends or other distributions referred to
in Sections 4.2(a) and (c)), then the Option Price of outstanding Options shall
be adjusted to reflect the fair market value of the assets or securities
distributed, the Company shall provide for the delivery upon exercise of such
Options of cash in an amount equal to the appropriate portion of the fair market
value of the assets or securities distributed, or a combination of such actions
shall be taken, all as determined by the Company in its discretion. Fair market
value of the assets or securities distributed for this purpose shall be as
determined by the Company.
(c) Distributions of Capital Stock and Indebtedness. If the Company
at any time distributes to all holders of Stock shares of its capital stock
(other than Stock), or evidences of its
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indebtedness, then a proportionate part of such capital stock and evidences of
indebtedness shall be set aside for each outstanding Option and, upon exercise
of the Option, delivered to the Holder of such Option.
4.3 NO RIGHTS AS STOCKHOLDER. A Holder shall have none of the rights of
a stockholder with respect to the shares subject to an Option until such shares
are transferred to the Holder upon exercise of such Option. Except as provided
in Section 4.2, no adjustments shall be made for dividends, rights or other
property distributed to stockholders (whether ordinary or extraordinary) for
which the record date is prior to the date such shares are so transferred.
4.4 FRACTIONAL SHARES. No adjustments or substitution provided for in
this Article IV shall require the Company to sell a fractional share. The total
substitution or adjustment with respect to each Option shall be limited by
deleting any fractional share. In no event may the Option Price of any Option be
decreased to an amount less than the par value, if any, of the stock subject to
the Option.
ARTICLE V
TRANSFER OF CONTROL
5.1 DEFINITION. A "Transfer of Control" shall be deemed to have
occurred in the event any of the following occurs with respect to the Company.
(a) the direct or indirect sale or exchange by the stockholders of
the Company of all or substantially all of the voting stock of the Company
wherein the stockholders of the Company immediately before such sale or exchange
do not retain in substantially the same proportions as their ownership of shares
of the Company's voting stock immediately before such event, directly or
indirectly (including without limitation, through their ownership of shares of
the voting stock of a corporation which, as a result of such sale or exchange,
owns the Company either directly or through one or more subsidiaries), at least
a majority of the beneficial interest in the voting stock of the Company's
immediately after such sale or exchange;
(b) a merger or consolidation wherein the stockholders of the
Company immediately before such merger or consolidation do not retain in
substantially the same proportions as their ownership of shares of the Company's
voting stock immediately before such event, directly or indirectly (including,
without limitation, through their ownership of shares of the voting stock of a
corporation which, as a result of such merger or consolidation, owns the Company
either directly or through one or more subsidiaries), at least a majority of the
beneficial interest in the voting stock of the Company immediately after such
merger or consolidation;
(c) the sale, exchange, or transfer of all or substantially all of
the assets of the Company (other than a sale, exchange, or transfer to one or
more corporations (the "Transferee Corporation(s)") wherein the stockholders of
the Company immediately before such sale, exchange, or transfer retain in
substantially the same proportions as their ownership of shares of the Company's
voting stock immediately before such event, directly or indirectly (including,
without limitation, through their ownership of shares of the voting stock of a
corporation which owns the Transferee
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Corporation(s) either directly or through one or more subsidiaries, at least a
majority of the beneficial interest in the voting stock of the Transferee
Corporation(s) immediately after such event); or
(d) a liquidation or dissolution of the Company.
5.2 EFFECT ON OPTIONS. In the event of a Transfer of Control, any
unexercisable or unvested portion of the outstanding Options shall be
immediately exercisable and vested in full as of the date ten (10) days prior to
the date of the Transfer of Control, and the Company shall provide each Holder
of an outstanding Option with at least ten (10) days advance written notice of
the pending Transfer of Control prior to the consummation thereof. The exercise
or vesting of any Option that was permissible solely by reason of this Section
5.2 shall be conditioned upon the consummation of the Transfer of Control. In
addition, the Board, in its sole discretion, may arrange with the surviving,
continuing, successor, or purchasing corporation or parent corporation thereof,
as the case may be (the "Acquiring Corporation"), for the Acquiring Corporation
to either assume the Company's rights and obligations under outstanding Options
or substitute substantially equivalent options for the Acquiring Corporation's
stock for such outstanding Options. Any Options which are neither assumed or
substituted for by the Acquiring Corporation in connection with the Transfer of
Control nor exercised as of the date of the Transfer of Control shall terminate
and cease to be outstanding effective as of the date of the Transfer of Control.
Notwithstanding the foregoing, shares acquired upon exercise of an Option prior
to the Transfer of Control and any consideration received pursuant to the
Transfer of Control with respect to such shares shall continue to be subject to
all applicable provisions of the Option Agreement evidencing such Option except
as otherwise provided in such Option Agreement. If the corporation the stock of
which is subject to the outstanding Options immediately prior to a Transfer of
Control described in Section 8.1(a) is the surviving or continuing corporation,
the outstanding Options shall be deemed to have been assumed by the Acquiring
Corporation for purposes of this Section 5.2.
ARTICLE VI
GENERAL PROVISIONS
6.1 ADMINISTRATION. The Plan shall be administered by the Board and/or
any duly appointed committee of the Board having such powers as shall be
specified by the Board. Unless the powers of the committee have been
specifically limited, the committee shall have all of the powers of the Board
granted herein, including, without limitation, the power to terminate or amend
the Plan at any time, subject to the terms of the Plan and any applicable
limitations imposed by law. The Board shall have no authority, discretion, or
power to select the Outside Directors who will receive Options under the Plan,
to set the Option Price of the Options, to determine the number of Shares to be
granted under option or the time at which such Options are to be granted, to
establish the duration of Options, or alter any other terms or conditions
specified in the Plan, except in the sense of administering the Plan subject to
the provisions of the Plan. All questions of interpretation of the Plan or of
any Options granted under the Plan shall be determined by the Board, and such
determinations shall be final and binding upon all persons having an interest in
the Plan and/or any Option. Any officer of the Company shall have the authority
to act on behalf of the Company with respect to any matter, right, obligation,
or election which is the responsibility of or which is allocated
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to the Company herein, provided the officer has apparent authority with respect
to such matter, right, obligation, or election.
6.2 EXPIRATION. The Plan shall terminate whenever the Board adopts a
resolution to that effect. After termination, no additional Options shall be
granted under the Plan, but the Company shall continue to recognize Options
previously granted.
6.3 AMENDMENTS, ETC. The Board may from time to time amend, modify,
suspend or terminate the Plan. Nevertheless, no such amendment, modification,
suspension or termination shall impair any Option theretofore granted under the
Plan or deprive any Holder of any Shares that he may have acquired through or as
a result of the Plan without the consent of the Holder. The Plan may not be
amended more than once every six months with respect to the persons entitled to
be granted Options hereunder, the timing of grants to Outside Directors, the
number of Shares subject to an Option or the Option Price thereof, other than
amendments necessary to comport with changes in the Code, ERISA or the rules and
regulations thereunder. The Company shall obtain the approval of stockholders to
any amendment or modification of the Plan to the extent required by Rule 16b-3
under the Exchange Act or by the listing requirements of the National
Association of Securities Dealers, Inc. or any stock exchange on which the
Company's securities are quoted or listed for trading.
6.4 TREATMENT OF PROCEEDS. Proceeds from the sale of Stock pursuant to
Options granted under the Plan shall constitute general funds of the Company.
6.5 PARAGRAPH HEADINGS. The paragraph headings are included herein only
for convenience, and they shall have no effect on the interpretation of the
Plan.
6.6 SEVERABILITY. If any article, section, subsection or specific
provision is found to be illegal or invalid for any reason, such illegality or
invalidity shall not affect the remaining provisions of the Plan, and the Plan
shall be construed and enforced as if such illegal and invalid provision had
never been set forth in the Plan.
6.7 RULE 16B-3. This Plan is intended to comply with the requirements
of Rule 16b.3 under the Exchange Act. To the extent the Plan does not conform to
such requirements, it shall be deemed amended to so conform without any further
action on the part of the Board of Directors or stockholders.
6.8 CONTINUATION OF INITIAL PLAN AS TO OUTSTANDING OPTIONS.
Notwithstanding any other provision of the Plan to the contrary, the terms of
the Initial Plan shall remain in effect and apply to all Options granted
pursuant to the Initial Plan.
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PLAN HISTORY
January 1993 Board of Directors adopts Initial Plan with a
share reserve of 125,000 shares.
June 1993 Stockholders approve Initial Plan with a share
reserve of 125,000 shares.
April 1995 Board of Directors amends and restates Plan to
conform change of control provisions to those
contained in the 1995 Stock Incentive Plan and
to provide for automatic acceleration of
exercisability upon a change of control, to
provide for certain extensions to the
post-termination exercise period, to eliminate
restriction on exercise within 6 months of date
of grant, to change Plan share limit to a limit
on issuance of treasury shares, to add a
provision regarding administration by the Board,
and to reflect other minor clarifications.
June 1995 Stockholders approve amended and restated Plan.
October 1995 Board declares a 3-for-2 stock dividend,
resulting in a share reserve of 187,500 shares.
May 1996 Board declares a 3-for-2 stock dividend,
resulting in a share reserve of 281,250 shares.
September 1996 Board declares a 3-for-2 stock dividend,
resulting in a share reserve of 421,875.
April 1997 Board reduces Outside Director Initial Grants to
25,000 shares and reduces annual grant to 10,000
shares.
May 1998 Board declares a 3-for-2 stock dividend,
resulting in a share reserve of 632,813. Outside
Director Initial Grants increase to 37,500
shares and annual grants increase to 15,000
shares as a result of the split.
June 1999 Stockholders approve increase in share reserve
by 500,000 shares, resulting in a share reserve
of 1,132,813.
October 2001 Increase in Outside Director Initial Grants to
45,000 shares and increase in annual grants to
20,000 shares approved by NASDAQ to be effective
January 1, 2002.
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