Table of Contents
awards, including repricing outstanding options and modifying outstanding awards in other ways.
Eligibility. Employees, non-employee directors and consultants are eligible to participate in our 2001 Plan however only employees are
the grant of incentive stock options.
Types of Awards. Our 2001 Plan provides for the following types of awards:
- incentive and nonstatutory stock options; and
- direct award or sale of shares of our common stock.
Terms of Awards. Subject to the terms of the 2001 Plan, the plan administrator determines the terms of all awards. The exercise price
options granted under the 2001 Plan may not be less than 100% of the fair market value of our common stock on the grant date; however, the exercise price for an incentive stock option granted to a
holder of more than 10% of our stock may not be less than 110% of such fair market value on the grant date. Options are generally transferable only by beneficiary designation, a will or the laws of
descent and distribution; however, the administrator may permit the transfer of stock options other than for value to for the benefit of the optionee's immediate family. The term of options granted
under the 2001 Plan may not exceed ten years and will generally expire sooner if the optionee's service terminates. Options vest at the times determined by the administrator.
may be awarded under the 2001 Plan in consideration for services rendered to us or sold under the 2001 Plan. Shares awarded or sold under the 2001 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; in any form permitted by applicable law; or
through any combination of the above.
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. In the event that there is a declaration of an
extraordinary dividend payable in a form other than our common stock in an amount that has a material effect on the price of our common stock, a recapitalization, a spin-off or a similar occurrence,
the administrator may make such adjustments to any of the foregoing as it deems appropriate, in its sole discretion.
Corporate Transactions. In the event that we are a party to a merger or consolidation, all outstanding options and shares acquired
under the 2001
Plan shall be subject to the agreement of merger or
consolidation, which need not treat all options in an identical manner but must provide for one or more of the following with respect to each option:
- the continuation, assumption or substitution of the option 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 cancellation of outstanding options in exchange for a payment per share equal to the excess, if any, of (a) the
fair market value of the shares of our common stock subject to such option as of the closing date of such merger or consolidation over (b) the per share exercise price applicable to such
option. Such payment may be subject to vesting based on the optionee's continued service.