Table of Contents
may be awarded under the 2004 Plan in consideration for services rendered to us or sold under the 2004 Plan. Shares awarded or sold under the 2004 Plan may be fully vested at
grant or subject to special forfeiture conditions or rights of repurchase as determined by the administrator.
may pay the exercise price for options, or the purchase price for shares (if applicable) in cash or check, or at the discretion of the plan administrator, by tendering
shares of common stock already owned; by tender of a promissory note; through a cashless exercise program established with a securities brokerage firm; or through any combination of the above.
general, for participants who are not officers, directors or consultants, options granted under our 2004 Plan must vest at least as rapidly as 20% per year over a five-year period
commencing on the date of grant.
Changes in Capitalization. In the event that there is a specified type of change in our capital structure without our receipt of
as a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of our common stock, proportionate adjustments will be made by the administrator to
(i) the number of shares covered by each outstanding option and (ii) the exercise price applicable to each outstanding option.
Corporate Transactions. In the event that we are a party to a merger or consolidation, all outstanding options shall be subject to one
- the continuation, assumption or substitution of an award by the surviving entity or its parent;
- full exercisability and full vesting
of the shares subject to the options, followed by cancellation of such options if not
- the settlement of the full value of such outstanding options in cash or cash equivalents.
addition, unless a stock option agreement provides otherwise, all of an optionee's options shall become fully vested and exercisable if we are subject to a change in control before
the optionee's service terminates and such option does not remain outstanding or is not subject to assumption or substitution by the surviving company or its parent. A "change in control" means our
merger or consolidation (if persons who are not our stockholders immediately prior to such transaction own immediately after such transaction 50% or more of the voting power of the outstanding
securities of each of the surviving or continuing entity and any parent corporation thereof) or the sale of all or substantially all of our assets.
Amendments or Termination. Our board of directors may, at any time and for any reason, amend or terminate the 2004 Plan. If our board
amends the plan, it does not need stockholder approval of the amendment unless the amendment increases the number of shares available for issuance or materially changes the class of persons eligible
to receive incentive stock options. The 2004 Plan will terminate automatically ten years after the later of the date when our board of directors adopted the plan or the date when our board of
directors most recently approved an increase in the number of shares reserved thereunder which was also approved by our stockholders.
Our 2001 Stock Plan, or the 2001 Plan, was adopted by our board of directors in December 2001 and approved by our stockholders. No
further awards have been made under our 2001 Plan since the adoption of our 2013 Plan. However, awards outstanding under our 2001 Plan following this offering will continue to be governed by their
Share Reserve. As of June 30, 2014, options to purchase 27,314,016 shares of our common stock were outstanding under the 2001 Plan.
Administration. The compensation committee of our board of directors administers the 2001 Plan. The compensation committee has the
discretion to make all decisions relating to the plan and