SECTION 12. DURATION AND AMENDMENTS; STOCKHOLDER APPROVAL.
(a) Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board of Directors, subject to approval of the Companys stockholders under Subsection (d) below. The Plan shall terminate automatically 10 years after the later of (i) the date when the Board of Directors adopted the Plan or (ii) the date when the Board of Directors approved the most recent increase in the number of Shares reserved under Section 4 that was also approved by the Companys stockholders. The Plan may be terminated on any earlier date pursuant to Subsection (b) below.
(b) Right to Amend or Terminate the Plan. Subject to Subsection (d) below, the Board of Directors may amend, suspend or terminate the Plan at any time and for any reason.
(c) Effect of Amendment or Termination. No Shares shall be issued or sold and no Option or Restricted Stock Unit granted under the Plan after the termination thereof, except upon exercise of an Option or settlement of a Restricted Stock Unit (or any other right to purchase Shares) granted under the Plan prior to such termination. The termination of the Plan, or any amendment thereof, shall not affect any Share previously issued or any Award previously granted under the Plan.
(d) Stockholder Approval. To the extent required by applicable law, the Plan will be subject to approval of the Companys stockholders within 12 months of its adoption date. To the extent required by applicable law, any amendment of the Plan will be subject to the approval of the Companys stockholders within 12 months of the amendment date if it (i) increases the number of Shares available for issuance under the Plan (except as provided in Section 8), or (ii) materially changes the class of persons who are eligible for the grant of ISOs. In addition, an amendment effecting any other material change to the Plan terms will be subject to approval of the Companys stockholder only if required by applicable law. Stockholder approval shall not be required for any other amendment of the Plan.
SECTION 13. DEFINITIONS.
(a) Award means any award granted under the Plan, including an Option, Restricted Stock Unit or the grant or sale of Shares.
(b) Award Agreement means a Stock Grant Agreement, Stock Option Agreement, Restricted Stock Unit Agreement or Stock Purchase Agreement.
(c) Board of Directors means the Board of Directors of the Company, as constituted from time to time.
(d) Code means the Internal Revenue Code of 1986, as amended.
(e) Committee means a committee of the Board of Directors, as described in Section 2(a).