Table of Contents
of shares of Stock reserved pursuant to Section 4 may be increased by the corresponding number of Awards assumed and, in the case of a
substitution, by the net increase in the number of shares of Stock subject to Awards before and after the substitution.
5. EFFECTIVE DATE, DURATION AND AMENDMENTS
Plan was originally effective December 2, 2005 and was first amended and restated effective as of February 26, 2015. This second amended and restated version of the
Plan was adopted by the Board as of January 16, 2017 (the "Approval Date") and shall become effective upon approval by the Company's stockholders at the Company's 2017 Annual Meeting of
Stockholders on February 23, 2017 (the "Effective Date").
Plan shall remain available for the grant of Awards until the tenth (10th) anniversary of the Approval Date. Notwithstanding the foregoing, the Plan may be terminated at such earlier
time as the Board may determine as provided in Section 5.3.
- Amendment and Termination of the Plan
Board may, at any time and from time to time, amend, suspend, or terminate the Plan as to any shares of Stock as to which Awards have not been made. An amendment shall be contingent
on approval of the Company's stockholders to the extent stated by the Board, required by applicable law or required by applicable stock exchange or market listing requirements. No Awards shall be made
after termination of the Plan. No amendment, suspension, or termination of the Plan shall, without the consent of the Grantee, impair rights or obligations under any Award theretofore awarded under
6. AWARD ELIGIBILITY AND LIMITATIONS
- Service Providers and Other Persons
to this Section 6, Awards may be made under the Plan to: (i) any Service Provider to the Company or of any
Affiliate, including any Service Provider who is an officer or director of the Company, or of any Affiliate, as the Board shall determine and designate from time to time, (ii) any Outside
Director, and (iii) any other individual providing services to the Company or any Affiliate whose participation in the Plan is determined to be in the best interests of the Company by the
- Successive Awards and Substitute Awards
eligible person may receive more than one Award, subject to such restrictions as are provided herein. Notwithstanding Sections 8.1 and 9.1, the Option
Price of an Option or the grant price of a SAR that is a
Substitute Award may be less than 100% of the Fair Market Value of a share of Common Stock on the original date of grant provided that the Option Price or grant price in determined in accordance with
the principles of Code Section 424 and the regulations thereunder.