1994 Stock Option Plan - Micron Technology Inc.
MICRON TECHNOLOGY, INC.
1994 STOCK OPTION PLAN
1. Purposes of the Plan. The purposes of this Stock
Option Plan are:
* to attract and retain the best available personnel for
positions of substantial responsibility,
* to provide additional incentive to Employees and
Consultants, and
* to promote the success of the Company's business.
Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options, as determined by the Administrator at
the time of grant.
2. Definitions. As used herein, the following definitions
shall apply:
(a) "Administrator" means the Board or any of its
Committees as shall be administering the Plan, in accordance with
Section 4 of the Plan.
(b) "Applicable Laws" means the legal requirements
relating to the administration of stock option plans under
Delaware corporate and securities laws and the Code.
(c) "Board" means the Board of Directors of the
Company.
(d) "Change in Control" means the acquisition by any
person or entity, directly, indirectly or beneficially, acting
alone or in concert, of more than thirty-five percent (35%) of
the Common Stock of the Company outstanding at any time.
(e) "Code" means the Internal Revenue Code of 1986, as
amended.
(f) "Committee" means a Committee appointed by the
Board in accordance with Section 4 of the Plan.
(g) "Common Stock" means the Common Stock of the
Company.
(h) "Company" means Micron Technology, Inc., a
Delaware corporation.
(i) "Consultant" means any person, including an
advisor, engaged by the Company or a Parent or Subsidiary to
render services and who is compensated for such services. The
term "Consultant" shall not include Directors who are paid only a
director's fee by the Company or who are not compensated by the
Company for their services as Directors.
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(j) "Continuous Status as and Employee or Consultant"
means that the employment or consulting relationship with the
Company, any Parent, or Subsidiary, is not interrupted or
terminated. Continuous Status as an Employee or Consultant shall
not be considered interrupted in the case of (i) any leave of
absence approved by the Company or (ii) transfers between
locations of the Company or between the Company, its Parent, any
Subsidiary, or any successor. A leave of absence approved by the
Company shall include sick leave, military leave, or any other
personal leave approved by an authorized representative of the
Company. For purposes of Incentive Stock Options, no such leave
may exceed 90 days, unless reemployment upon expiration of such
leave is guaranteed by statute or contract. If reemployment upon
expiration of a leave of absence approved by the Company is not
so guaranteed, on the 91st day of such leave any Incentive Stock
Option held by the Optionee shall cease to be treated as an
Incentive Stock Option and shall be treated for tax purposes as a
Nonstatutory Stock Option.
(k) "Director" means a member of the Board.
(l) "Disability" means total and permanent disability
as defined in Section 22(e)(3) of the Code.
(m) "Employee" means any person, including Officers
and Directors, employed by the Company or any Parent or
Subsidiary of the Company. Neither service as a Director nor
payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.
(n) "Exchange Act" means the Securities Exchange Act
of 1934, as amended.
(o) "Fair Market Value" means, as of any date, the
value of Common Stock determined as follows:
(i) If the Common Stock is listed on any
established stock exchange, including without limitation the New
York Stock Exchange ("NYSE"), or a national market system, the
Fair Market Value of a Share of Common Stock shall be the average
closing price for such stock (or the closing bid, if no sales
were reported) as quoted on such exchange or system (or the
exchange with the greatest volume of trading in Common Stock) for
the five business days preceding the day of determination, as
reported in the The Wall Street Journal or such other source as
the Administrator deems reliable;
(ii) If the Common Stock is quoted on the over-the-
counter market or is regularly quoted by a recognized securities
dealer, but selling prices are not reported, the Fair Market
Value of a Share of Common Stock shall be the mean between the
high bid and low asked prices for the Common Stock on the last
market trading day prior to the day of determination, as reported
in The Wall Street Journal or such other source as the
Administrator deems reliable;
(iii) In the absence of an established market
for the Common Stock, the Fair Market Value shall be determined
in good faith by the Administrator.
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(p) "Incentive Stock Option" means an Option intended
to qualify as an incentive stock option within the meaning of
Section 422 of the Code and the regulations promulgated
thereunder.
(q) "Nonstatutory Stock Option" means an Option not
intended to qualify as an Incentive Stock Option.
(r) "Notice of Grant" means a written notice
evidencing certain terms and conditions of an individual Option
grant. The Notice of Grant is subject to the terms and
conditions of the Option Agreement.
(s) "Officer" means a person who is an officer of the
Company within the meaning of Section 16 of the Exchange Act and
the rules and regulations promulgated thereunder.
(t) "Option" means a stock option granted pursuant to
the Plan.
(u) "Option Agreement" means a written agreement
between the Company and an Optionee evidencing the terms and
conditions of an individual Option grant. The Option Agreement
is subject to the terms and conditions of the Plan.
(v) "Option Exchange Program" means a program whereby
outstanding options are surrendered in exchange for options with
a lower exercise price.
(w) "Optioned Stock" means the Common Stock subject to
an Option.
(x) "Optionee" means an Employee or Consultant who
holds an outstanding Option.
(y) "Parent" means a "parent corporation", whether now
or hereafter existing, as defined in Section 424(e) of the Code.
(z) "Plan" means this 1994 Option Plan.
(aa) "Rule 16b-3" means Rule 16b-3 of the Exchange Act
or any successor to Rule 16b-3, as in effect when discretion is
being exercised with respect to the Plan.
(bb) "Share" means a share of the Common Stock, as
adjusted in accordance with Section 12 of the Plan.
(cc) "Subsidiary" means a "subsidiary corporation",
whether now or hereafter existing, as defined in Section 424(f)
of the Code. In the case of an Option that is not intended to
qualify as an Incentive Stock Option, the term "Subsidiary" shall
also include any other entity in which the Company, or any Parent
or Subsidiary of the Company has a significant ownership
interest.
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3. Stock Subject to the Plan. Subject to the provisions
of Section 12 of the Plan, the maximum aggregate number of Shares
which may be optioned and sold under the Plan is 2,000,000
Original Shares. The Shares may be authorized, but unissued, or
reacquired Common Stock.
If an Option expires or becomes unexercisable without having
been exercised in full, or is surrendered pursuant to an Option
Exchange Program, the unpurchased Shares which were subject
thereto shall become available for future grant or sale under the
Plan (unless the Plan has terminated); provided, however, that
Shares that have actually been issued under the Plan shall not be
returned to the Plan and shall not become available for future
distribution under the Plan.
4. Administration of the Plan.
(a) Procedure.
(i) Multiple Administrative Bodies. If permitted
by Rule 16b-3, the Plan may be administered by different bodies
with respect to Directors, Officers who are not Directors, and
Employees who are neither Directors nor Officers.
(ii) Administration With Respect to Directors and
Officers Subject to Section 16(b). With respect to Option grants
made to Employees who are also Officers or Directors subject to
Section 16(b) of the Exchange Act, the Plan shall be administered
by (A) the Board, if the Board may administer the Plan in
compliance with the rules governing a plan intended to qualify as
a discretionary plan under Rule 16b-3, or (B) a committee
designated by the Board to administer the Plan, which committee
shall be constituted to comply with the rules governing a plan
intended to qualify as a discretionary plan under Rule 16b-3.
Once appointed, such committee shall continue to serve in its
designated capacity until otherwise directed by the Board. From
time to time the Board may increase the size of the Committee and
appoint additional members, remove members (with or without
cause) and substitute new members, fill vacancies (however
caused), and remove all members of the Committee and thereafter
directly administer the Plan, all to the extent permitted by the
rules governing a plan intended to qualify as a discretionary
plan under Rule 16b-3.
(iii) Administration With Respect to Other
Persons. With respect to Option grants made to Employees or
Consultants who are neither Directors nor Officers of the
Company, the Plan shall be administered by (A) the Board or (B) a
committee designated by the Board, which committee shall be
constituted to satisfy Applicable Laws. Once appointed, such
Board may increase the size of the Committee and appoint
additional members, remove members (with or without cause) and
substitute new members, fill vacancies (however caused), and
remove all members of the Committee and thereafter directly
administer the Plan, all to the extent permitted by Applicable
Laws.
(b) Powers of the Administrator. Subject to the
provisions of the Plan, and in the case of a Committee, subject
to the specific duties delegated by the Board to such Committee,
the Administrator shall have the authority, in its discretion:
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(i) to determine the Fair Market Value of the
Common Stock, in accordance with Section 2(o) of the Plan;
(ii) to select the Consultants and Employees to
whom Options may be
granted hereunder;
(iii) to determine whether and to what extent
Options are granted hereunder;
(iv) to determine the number of shares of Common
Stock to be covered by each Option granted hereunder;
(v) to approve forms of agreement for use under
the Plan;
(vi) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any award granted
hereunder. Such terms and conditions include, but are not
limited to, the exercise price, the time or times when Options
may be exercised (which may be based on performance criteria),
any vesting acceleration or waiver of forfeiture restrictions,
and any restriction or limitation regarding any Option or the
shares of Common Stock relating thereto, based in each case on
such factors as the Administrator, in its sole discretion, shall
determine;
(vii) to reduce the exercise price of any
Option to the then current Fair Market Value if the Fair Market
Value of the Common Stock covered by such Option shall have
declined since the date the Option was granted;
(viii) to construe and interpret the terms of
the Plan and awards granted pursuant to the Plan;
(ix) to prescribe, amend, and rescind rules and
regulations relating to the Plan, including rules and regulations
relating to sub-plans established for the purpose of qualifying
for preferred tax treatment under foreign tax laws;
(x) to modify or amend each Option (subject to
Section 14(c) of the Plan), including the discretionary authority
to extend the post-termination exercisability period of Options
longer than is otherwise provided for in the Plan;
(xi) to authorize any person to execute on behalf
of the Company any instrument required to effect the grant of an
Option previously granted by the Administrator;
(xii) to institute and Option Exchange
Program; and
(xiii) to make all other determinations deemed
necessary or advisable for administering the Plan.
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(c) Effect of Administrator's Decision. The
Administrator's decisions, determinations, and interpretations
shall be final and binding on all Optionees and any other holders
of Options.
5. Eligibility. Nonstatutory Stock Options may be granted
to Employees and Consultants. Incentive Stock Options may be
granted only to Employees. If otherwise eligible, an Employee or
Consultant who has been granted an Option may be granted
additional Options.
6. Limitations.
(a) Each Option shall be designated in the Notice of
Grant as either an Incentive Stock Option or a Nonstatutory Stock
Option. However, notwithstanding such designations, to the
extent that the aggregate Fair Market Value:
(i) of Shares subject to an Optionee's Incentive
Stock Options granted by the Company or any Parent or Subsidiary,
which
(ii) become exercisable for the first time during
any calendar year (under all plans of the Company or any Parent
or Subsidiary) exceeds $100,000, such excess Options shall be
treated as Nonstatutory Stock Options. For purposes of this
Section 6(a), Incentive Stock Options shall be taken into account
in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the time of grant.
(b) Neither the Plan nor any Option shall confer upon
an Optionee any right with respect to continuing the Optionee's
employment or consulting relationship with the Company, nor shall
they interfere in any way with the Optionee's right or the
Company's right to terminate such employment or consulting
relationship at any time, with or without cause.
(c) The following limitations shall apply to grants of
Options to Employees:
(i) No employee shall be granted, in any fiscal
year of the Company, Options to purchase more than 250,000
Shares.
(ii) The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's
capitalization as described in Section 12.
(iii) If an Option is canceled in the same
fiscal year of the Company in which it was granted (other than in
connection with a transaction described in Section 12), the
canceled Option will be counted against the limit set forth in
Section 6(c)(i). For this purpose, if the exercise price of an
Option is reduced, the transaction will be treated as a
cancellation of the Option and the grant of a new Option.
7. Term of Plan. Subject to Section 18 of the Plan, the
Plan shall become effective upon the earlier to occur of its
adoption by the Board or its approval by the shareholders of the
Company as described in Section 18 of the Plan. It shall
continue in effect for a term of ten (10) years unless terminated
earlier under Section 14 of the Plan.
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8. Term of Option. The term of each Option shall be
stated in the Notice of Grant; provided, however, that in the
case of an Incentive Stock Option, the term shall be ten (10)
years from the date of grant or such shorter term as may be
provided in the Notice of Grant. Moreover, in the case of an
Incentive Stock Option granted to an Optionee who, at the time
Incentive Stock Option is granted, owns stock representing more
than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the term of the
Incentive Stock Option shall be five (5) years from the date of
grant or such shorter term as may be provided in the Notice of
Grant.
9. Option Exercise Price and Consideration.
(a) Exercise Price. The per share exercise price for
the Shares to be issued pursuant to exercise of an Option shall
be determined by the Administrator, subject to the following:
(i) In the case of an Incentive Stock Option
(A) granted to an Employee who, at the time
the Incentive Stock Option is granted, owns stock representing
more than ten percent (10%) of the voting power of all classes of
stock of the Company or Parent or Subsidiary, the per Share
exercise price shall be no less than 110% of the Fair Market
Value per Share on the date of grant.
(B) granted to any Employee other than an
Employee described in paragraph (A) immediately above, the per
Share exercise price shall be no less than 100% of the Fair
Market Value per Share on the date of grant.
(ii) In the case of a Nonstatutory Stock Option,
the per Share exercise price shall be determined by the
Administrator.
(b) Waiting Period and Exercise Dates. At the time an
Option is granted, the Administrator shall fix the period within
which the Option may be exercised and shall determine any
conditions which must be satisfied before the Option may be
exercised. In doing so, the Administrator may specify that an
Option may not be exercised until the completion of a service
period.
(c) Form of Consideration. The Administrator shall
determine the acceptable form of consideration for exercising an
Option, including the method of payment. In the case of an
Incentive Stock Option, the Administrator shall determine the
acceptable form of consideration at the time of grant. Such
consideration may consist entirely of:
(i) cash;
(ii) check;
(iii) promissory note;
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(iv) other Shares which (A) in the case of Shares
acquired upon exercise of an option, have been owned by the
Optionee for more than six months on the date of surrender, and
(B) have a Fair Market Value on the date of surrender equal to
the aggregate exercise price of the Shares as to which said
Option shall be exercised;
(v) delivery of a properly executed exercise
notice together with such other documentation as the
Administrator and the broker, if applicable, shall require to
effect an exercise of the Option and delivery to the Company of
the sale or loan proceeds required to pay the exercise price;
(vi) a reduction in the amount of any Company
liability to the Optionee, including any liability attributable
to the Optionee's participation in any Company-sponsored deferred
compensation program or arrangement;
(vii) any combination of the foregoing methods
of payment; or
(viii) such other consideration and method of
payment for the issuance of Shares to the extent permitted by
Applicable Laws.
10. Exercise of Option.
(a) Procedure for Exercise; Rights as a Shareholder.
Any Option granted thereunder shall be exercisable according to
the terms of the Plan and at such times and under such conditions
as determined by the Administrator and set forth in the Option
Agreement.
An Option may not be exercised for a fraction of a
Share.
An Option shall be deemed exercised when the
Company receives: (i) written notice of exercise (in accordance
with the Option Agreement) from the person entitled to exercise
the Option, and (ii) full payment for the Shares with respect to
which the Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan.
Shares issued upon exercise of an Option shall be issued in the
name of the Optionee or, if requested by the Optionee, in the
name of the Optionee and his or her spouse. Until the stock
certificate evidencing such Shares is issued (as evidenced by the
appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or
receive dividends or any other rights as a shareholder shall
exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be
issued) such stock certificate, either in book entry form or in
certificate form, promptly after the Option is exercised. No
adjustment will be made for a dividend or other right for which
the record date is prior to the date the Shares are issued,
except as provided in Section 12 of the Plan.
Exercising an Option in any manner shall decrease
the number of Shares thereafter available, both for purposes of
the Plan and for sale under the Option, by the number of Shares
as to which the Option is exercised.
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(b) Termination of Employment or Consulting
Relationship. Upon termination of an Optionee's Continuous
Status as an Employee or Consultant, other than upon the
Optionee's death or Disability, the Optionee may exercise his or
her Option, but only within such period of time as is specified
in the Notice of Grant, and only to the extent that the Optionee
was entitled to exercise it as the date of termination (but in no
event later than the expiration of the term of such Option as set
forth in the Notice of Grant). In the absence of a specified
time in the Notice of Grant, the Option shall remain exercisable
for 30 days following the Optionee's termination of Continuous
Status as an Employee or Consultant. In the case of an Incentive
Stock Option, such period of time shall not exceed thirty (30)
days from the date of termination. If, at the date of
termination, the Optionee is not entitled to exercise his or her
entire Option, the Shares covered by the unexercisable portion of
the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.
(c) Disability of Optionee. In the event that an
Optionee's Continuous Status as an Employee or Consultant
terminates as a result of the Optionee's Disability, the Optionee
may exercise his or her Option at any time within twelve (12)
months from the date of such termination, but only to the extent
that the Optionee was entitled to exercise it at the date of such
termination (but in no event later than the expiration of the
term of such Option as set forth in the Notice of Grant). If, at
the date of termination, the Optionee does not exercise his or
her entire Option, the Shares covered by the unexercisable
portion of the Option shall revert to the Plan. If, after
termination, the Optionee does not exercise his or her option
within the time specified herein, the Option shall terminate, and
the Shares covered by such Option shall revert to the Plan.
(d) Death of Optionee. In the event of the death of
an Optionee, the Option may be exercised at any time within
twelve (12) months following the date of death (but in no event
later than the expiration of the term of such Option as set forth
in the Notice of Grant), by the Optionee's estate or by a person
who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent that the Optionee was
entitled to exercise the Option at the date of death. If, at any
time of death, the Optionee was not entitled to exercise his or
her entire Option, the Shares covered by the unexercisable
portion of the Option shall immediately revert to the Plan. If,
after death, the Optionee's estate or a person who acquired the
right to exercise the Option by bequest or inheritance does not
exercise the Option within the time specified herein, the Option
shall terminate, and the Shares covered by such Option shall revert
to the Plan.
(e) Rule 16b-3. Options granted to individuals
subject to Section 16 of the Exchange Act ("Insiders") must
comply with the applicable provisions of Rule 16b-3 and shall
contain such additional conditions or restrictions as may be
required thereunder to qualify for the maximum exemption from
Section 16 of the Exchange Act with respect to Plan transactions.
(f) Suspension. Any Optionee who is also a
participant in the Retirement at Micron ("RAM") Section 401(k)
Plan and who requests and receives a hardship distribution from
the RAM Plan, is prohibited from making, and must suspend, his or
her employee elective contributions and employee contributions
including, without limitation on the foregoing, the
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exercise of any Option granted from the date of receipt by that
employee of the RAM hardship distribution.
11. Non-Transferability of Options. An Option may not be
sold, pledged, assigned, hypothecated, transferred, or disposed
of in any manner other than by will or by laws of descent or
distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.
12. Adjustments Upon Changes in Capitalization,
Dissolution, Merger, or Asset Sale.
(a) Changes in Capitalization. Subject to any
required action by the shareholders of the Company, the number of
shares of Common Stock covered by each outstanding Option, and
the number of issued shares of Common Stock which have been
authorized for issuance under the Plan but as to which no Options
have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option, as well as the
price per share of Common Stock covered by each such outstanding
Option, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock or any other
increase or decrease in the number of shares of Common Stock
effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities
of the Company shall not be deemed to have been "effected without
receipt of consideration." Such adjustment shall be made by the
Board, whose determination in that respect shall be final,
binding, and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject
to an Option.
(b) Dissolution or Liquidation. In the event of the
proposed dissolution or liquidation of the Company, to the extent
that an Option has not been previously exercised, it will
terminate immediately prior to the consummation of such proposed
action. The Board may, in the exercise of its sole discretion in
such instances, declare that any Option shall terminate as of a
date fixed by the Board and give each Optionee the right to
exercise his or her Option as to all or any part of the Optioned
stock, including Shares as to which the Option would not
otherwise be exercisable.
(c) Merger or Asset Sale. In the event of a merger of
the Company with or into another corporation, or the sale of
substantially all of the assets of the Company, each outstanding
Option may be assumed or an equivalent option or right may be
substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. The Administrator may,
in lieu of such assumption or substitution, provide for the
Optionee to have the right to exercise the Option as to all or a
portion of the Optioned Stock, including Shares as to which it
would not otherwise be exercisable. If the Administrator makes
an Option exercisable in lieu of assumption or substitution in
the event of a merger or sale of assets, the Administrator shall
notify the Optionee that the Option shall be fully exercisable
for a period of thirty (30) days from the date of such notice,
and the Option will terminate upon the expiration of such period.
For the purposes of this paragraph, the Option shall be
considered assumed if, following the merger or
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sale of assets, the option or right confers the right to purchase,
for each Share of Optioned Stock subject to the Option immediately
prior to the merger or sale of assets, the consideration (whether
stock, cash, or other securities or property) received in the merger
or sale of assets by holders of Common Stock for each Share held on
the effective date of the transaction (and if holders were offered a
choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the merger or
sale of assets was not solely common stock of the successor
corporation or its Parent, the Administrator may, with the
consent of the successor corporation, provide for the
consideration to be received upon the exercise of the Option, for
each Share of Optioned Stock subject to the Option, to be solely
common stock of the successor corporation or its Parent equal in
fair market value to the per share consideration received by
holders of Common Stock in the merger or sale of assets.
(d) Change in Control. In the event of a Change in
Control, the unexercised portion of the Option shall become
immediately exercisable, to the extent such acceleration does not
disqualify the Plan, or cause an Incentive Stock Option to be
treated as a Nonstatutory Stock Option without the consent of the
Optionee.
13. Date of Grant. The date of grant of an Option shall
be, for all purposes, the date on which the Administrator makes
the determination granting such Option, or such other later date
as is determined by the Administrator. Notice of the
determination shall be provided to each Optionee within a
reasonable time after the date of such grant.
14. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any
time amend, alter, suspend, or terminate the Plan.
(b) Shareholder Approval. The Company shall obtain
shareholder approval of any Plan amendment to the extent
necessary and desirable to comply with Rule 16b-3 or with Section
422 of the Code (or any successor rule or statute or other
applicable law, rule, or regulation, including the requirements
of any exchange or quotation system on which the Common Stock is
listed or quoted). Such shareholder approval, if required, shall
be obtained in such a manner and to such a degree as is required
by the applicable law, rule, or regulation.
(c) Effect of Amendment or Termination. No amendment,
alteration, suspension, or termination of the Plan shall impair
the rights of any Optionee, unless mutually agreed otherwise
between the Optionee and the Administrator, which agreement must
be in writing and signed by the Optionee and the Company.
15. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such
Option and the issuance and delivery of such Shares shall comply
with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the Exchange
Act, the rules and regulations promulgated thereunder,
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Applicable Laws, and the requirements of any stock exchange or quotation
system upon which the Shares may then be listed or quoted, and
shall be further subject to the approval of counsel for the
Company with respect to such compliance.
(b) Investment Representations. As a condition to the
exercise of an Option, the Company may require the person
exercising such Option to represent and warrant at the time of
any such exercise that the Shares are being purchased only for
investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the
Company, such a representation is required.
16. Liability of Company.
(a) Inability to Obtain Authority. The inability of
the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company's counsel
to be necessary to the lawful issuance and sale of any Shares
hereunder, 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.
(b) Grants Exceeding Allotted Shares. If the Optioned
Stock covered by an Option exceeds, as of the date of grant, the
number of Shares which may be issued under the Plan without
additional shareholder approval, such Option shall be void with
respect to such excess Optioned Stock, unless shareholder
approval of an amendment sufficiently increasing the number of
shares subject to the Plan is timely obtained in accordance with
Section 14(b) of the Plan.
17. Reservation of Shares. The Company, during the term of
this Plan, will at all times reserve and keep available such
number of Shares as shall be sufficient to satisfy the
requirements of the Plan.
18. Shareholder Approval. Continuance of the Plan shall be
subject to approval by the shareholders of the Company within
twelve (12) months before or after the date the Plan is adopted.
Such shareholder approval shall be obtained in the manner and to
the degree required under applicable federal and Delaware law.
Revised 06/14/95
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