of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder of such Award may not exercise such Award but will receive a payment, in such form as may be determined
by the Board, equal in value, at the effective time, to the excess, if any, of (1) the value of the property the Participant would have received upon the exercise of the Award (including, at the discretion of the Board, any unvested portion of
such Award), over (2) any exercise price payable by such holder in connection with such exercise.
(d)
Change in Control. An Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control as may be provided in the Award Agreement for such Award or as may be provided in any other written
agreement between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration will occur.
9.
EARLIER TERMINATION OR SUSPENSION OF THE PLAN.
The Board may suspend or terminate the Plan at any time. No Awards may be granted under the Plan while the Plan is suspended or
after it is terminated.
10. EFFECTIVE DATE OF PLAN.
The Plan will come into existence on the Effective Date.
11. CHOICE OF LAW.
The laws of the State of Delaware will govern all questions concerning the construction, validity and interpretation of this
Plan, without regard to that states conflict of laws rules.
12. DEFINITIONS. As used in the
Plan, the following definitions will apply to the capitalized terms indicated below:
(a)
Affiliate means, at the time of determination, any parent or subsidiary of the Company as such terms are defined in Rule 405 of the Securities Act. The Board will have the authority to determine the
time or times at which parent or subsidiary status is determined within the foregoing definition.
(b) Award means a Nonstatutory Stock Option.
(c) Award Agreement means a written agreement between the Company and a Participant evidencing
the terms and conditions of an Award.
(d) Board means the Board of Directors of the
Company.
(e) Capitalization Adjustment means any change that is made in, or other events
that occur with respect to, the Common Stock subject to the Plan or subject to any Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation,
stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock