Page 31 - Proxy-2017
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4.     SHARES SUBJECT TO THE PLAN.
                   (a)    Share Reserve.  Subject to the provisions of subsection 11(a) relating to adjustments upon changes in
            Common Stock, the shares of Common Stock that may be issued pursuant to Stock Awards shall not exceed in the aggregate
            [3,000,000] shares of Common Stock.  Subject to subsection 4(b), the number of shares available for issuance under the Plan
            shall be reduced by (i) one share for each share of Common Stock issued pursuant to a Stock Award granted under Section 6
            or Section 7 and (ii) one share for each Common Stock equivalent subject to a stock appreciation right granted under subsec-
            tion 7(c).

                   (b)    Reversion of Shares to the Share Reserve.

                          (i)    Shares Available For Subsequent Issuance.  If any (i) Stock Award shall for any reason expire or
            otherwise terminate, in whole or in part, without having been exercised or paid in full or (ii) shares of Common Stock issued
            to a Participant pursuant to a Stock Award are forfeited to or repurchased by the Company, including any repurchase or
            forfeiture caused by the failure to meet a contingency or condition required for the vesting of such shares, then the shares of
            Common Stock not issued under such Stock Award, or forfeited to or repurchased by the Company, shall revert to and again
            become available for issuance under the Plan.

                          (ii)   Shares Not Available For Subsequent Issuance.  If any shares subject to a Stock Award are not
            delivered to a Participant because the Stock Award is exercised through a reduction of shares subject to the Stock Award (i.e.,
            a “net exercise”), the number of shares that are not delivered to the Participant shall no longer be available for issuance under
            the Plan.  If any shares subject to a Stock Award are not delivered to a Participant because such shares are withheld in satisfac-
            tion of the withholding of taxes incurred in connection with the exercise of an Option or a SAR, or the issuance of shares
            under a stock bonus award or restricted stock award, the number of shares that are not delivered to the Participant shall no
            longer be available for subsequent issuance under the Plan.
                   (c)    Source of Shares.  The shares of Common Stock subject to the Plan may be unissued shares or treasury shares.


            5.     ELIGIBILITY.
                   (a)    Eligibility for Specific Stock Awards.  Incentive Stock Options may be granted only to Employees. Stock
            Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants.

                   (b)    Ten Percent Stockholders.  A Ten Percent Stockholder shall not be granted an Incentive Stock Option
            unless the exercise price of such Option is at least 110% of the Fair Market Value of the Common Stock at the date of grant and
            the Option is not exercisable after the expiration of five years from the date of grant.

                   (c)    Section 162(m) Limitation.  Subject to the provisions of Section 11 relating to adjustments upon changes
            in the shares of Common Stock, no Employee shall be eligible to be granted Options covering more than 100,000 shares of
            Common Stock during any twelve-month period.

                   (d)    Consultants.  A Consultant shall not be eligible for the grant of a Stock Award if, at the time of grant, a
            Form S-8 Registration Statement under the Securities Act (“Form S-8”) is not available to register either the offer or the sale
            of the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the
            Company, or because the Consultant is not a natural person, or as otherwise provided by the rules governing the use of Form
            S-8, unless the Company determines both (i) that such grant (A) shall be registered in another manner under the Securities
            Act (e.g., on a Form S-3 Registration Statement) or (B) does not require registration under the Securities Act in order to
            comply with the requirements of the Securities Act, if applicable, and (ii) that such grant complies with the securities laws of
            all other relevant jurisdictions.


            6.     OPTION PROVISIONS.
                   (a)    General.  Each Option shall be in such form and shall contain such terms and conditions as the Board shall
            deem appropriate. All Options shall be designated as Incentive Stock Options or Nonstatutory Stock Options at the time of
            grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Common Stock purchased
            on exercise of each type of Option. The provisions of separate Options need not be identical, but each Option shall include



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