Page 20 - Proxy-2017
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Terms of Options

               Options may be granted under the 2010 Plan pursuant to stock option agreements. The following is a description of the
            permissible terms of options under the 2010 Plan.  Individual option grants may be more restrictive as to any or all of the
            permissible terms described below.

               Exercise Price; Payment

               The exercise price of incentive stock options may not be less than the fair market value of the common stock subject to
            the option on the date of the grant and, in some cases (see “Eligibility” above), may not be less than 110% of such fair market
            value. The exercise price of nonstatutory options may not be less than the fair market value of the common stock on the date
            of grant.

               The exercise price of options granted under the 2010 Plan must be paid either in cash at the time the option is exercised
            or, at the discretion of the Board, (i) by delivery of other the Company common stock, (ii) pursuant to a deferred payment
            arrangement, (iii) pursuant to a net exercise arrangement, (iv) pursuant to a cashless exercise as permitted under applicable
            rules and regulations of the Securities and Exchange Commission and the Federal Reserve Board, or (v) in any other form of
            legal consideration acceptable to the Board.

               Vesting

               Options granted under the 2010 Plan may become exercisable in cumulative increments, or “vest,” as determined by the
            Board. Our Board has the power to accelerate the time as of which an option may vest or be exercised.

               Tax Withholding

               To the extent provided by the terms of an option, a participant may satisfy any federal, state or local tax withholding
            obligation relating to the exercise of such option by a cash payment upon exercise, by authorizing the Company to withhold
            a portion of the stock otherwise issuable to the participant, by delivering already-owned the Company common stock or by a
            combination of these means.
               Term

               The maximum term of options under the 2010 Plan is 10 years, except that in certain cases (see “Eligibility”) the
            maximum term is five years. Options awarded under the 2010 Plan generally will terminate three months after termination of
            the participant’s service unless: (i) such termination is due to the participant’s permanent and total disability (as defined in the
            Code), in which case the option may, but need not, provide that it may be exercised (to the extent the option was exercisable
            at the time of the termination of service) at any time within 12 months of such termination; (ii) the participant dies before the
            participant’s service has terminated or within the period (if any) specified in the stock option agreement after termination of
            such service for a reason other than death, in which case the option may, but need not, provide that it may be exercised (to
            the extent the option was exercisable at the time of the participant’s death) within 12 months following the participant’s death
            by the person or persons to whom the rights to such option pass by will or by the laws of descent and distribution; or (iii) the
            option, by its terms, specifically provides otherwise. A participant may designate a beneficiary who may exercise the option
            following the participant’s death. Individual option grants by their terms may provide for exercise within a longer period of
            time following termination of service.

               A participant’s option agreement may provide that if the exercise of the option following the termination of the
            participant’s service would be prohibited because the issuance of stock would violate the registration requirements under the
            Securities Act of 1933, then the option will terminate on the earlier of (i) the expiration of the term of the option or (ii) three
            months after the termination of the participant’s service during which the exercise of the option would not be in violation of
            such registration requirements.

               Restrictions on Transfer

               The participant may not transfer an incentive stock option otherwise than by will or by the laws of descent and distribu-
            tion. During the lifetime of the participant, only the participant may exercise an incentive stock option. The Board may grant
            nonstatutory stock options that are transferable to the extent provided in the stock option agreement.


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