Exhibit 4
2007 EQUITY INCENTIVE
PLAN
OF
PHARMASSET, INC.
As amended through September 23,
2009
The purpose of this 2007 Equity
Incentive Plan is to enhance the long-term stockholder value of
Pharmasset, Inc. by offering opportunities to eligible individuals
to participate in the growth in value of the equity of Pharmasset,
Inc.
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2.
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Definitions
and Rules of Interpretation
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2.1. Definitions .
This Plan uses the following defined
terms:
(a) “Administrator”
means the Board or the Committee, or any officer or employee of the
Company to whom the Board or the Committee delegates authority to
administer this Plan.
(b) “Affiliate” means a
“parent” or “subsidiary” (as each is
defined in Section 424 of the Code) of the Company and any
other entity that the Board or Committee designates as an
“Affiliate” for purposes of this Plan.
(c) “Applicable Law”
means any and all laws of whatever jurisdiction, within or without
the United States, and the rules of any stock exchange or quotation
system on which Shares are listed or quoted, applicable to the
taking or refraining from taking of any action under this Plan,
including the administration of this Plan and the issuance or
transfer of Awards or Award Shares.
(d) “Award” means a
Stock Award, SAR, Cash Award, or Option granted in accordance with
the terms of this Plan.
(e) “Award Agreement”
means the document evidencing the grant of an Award.
(f) “Award Shares” means
Shares covered by an outstanding Award or purchased under an
Award.
(g) “Awardee” means:
(i) a person to whom an Award has been granted, including a
holder of a Substitute Award or (ii) a person to whom an Award
has been transferred in accordance with all applicable requirements
of Sections 6.5, 7(h), and 17.
(h) “Board” means the
Board of Directors of the Company.
(i) “Cash Award” means
the right to receive cash as described in
Section 8.3.
(j) “Cause” means
employment related dishonesty, fraud, misconduct or disclosure or
misuse of confidential information, or other employment related
conduct that is likely to cause significant injury to the Company,
an Affiliate, or any of their respective employees, officers or
directors (including, without limitation, commission of a felony or
similar offense), in each case as determined by the Administrator.
“Cause” shall not require that a civil judgment or
criminal conviction have been entered against or guilty plea shall
have been made by the Awardee regarding any of the matters referred
to in the previous sentence. Accordingly, the Administrator shall
be entitled to determine “Cause” based on the
Administrator’s good faith belief. If the Awardee is
criminally charged with a felony or similar offense that shall be a
sufficient, but not a necessary, basis for such belief.
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(k) “Change in Control”
means any transaction or event that the Board specifies as a Change
in Control under Section 10.4.
(l) “Code” means the
Internal Revenue Code of 1986.
(m) “Committee” means a
committee composed of Company Directors appointed in accordance
with the Company’s charter documents and
Section 4.
(n) “Company” means
Pharmasset, Inc., a Delaware corporation.
(o) “Company Director”
means a member of the Board.
(p) “Consultant” means
an individual who, or an employee or agent of any entity that,
provides bona fide services to the Company or an Affiliate not in
connection with the offer or sale of securities in a
capital-raising transaction, but who is not an Employee.
(q) “Director” means a
member of the Board of Directors of the Company or an
Affiliate.
(r) “Domestic Relations
Order” means a “domestic relations order” as
defined in, and otherwise meeting the requirements of,
Section 414(p) of the Code, except that reference to a
“plan” in that definition shall be to this
Plan.
(s) “Effective Date”
means the first date of the sale by the Company of shares of its
capital stock in an initial public offering pursuant to a
registration statement on Form S-1 filed with the SEC.
(t) “Employee” means a
regular employee of the Company or an Affiliate, including an
officer or Director, who is treated as an employee in the personnel
records of the Company or an Affiliate, but not individuals who are
classified by the Company or an Affiliate as: (i) leased from
or otherwise employed by a third party, (ii) independent
contractors, or (iii) intermittent or temporary workers. The
Company’s or an Affiliate’s classification of an
individual as an “Employee” (or as not an
“Employee”) for purposes of this Plan shall not be
altered retroactively even if that classification is changed
retroactively for another purpose as a result of an audit,
litigation or otherwise. An Awardee shall not cease to be an
Employee due to transfers between locations of the Company, or
between the Company and an Affiliate, or to any successor to the
Company or an Affiliate that assumes the Awardee’s Options
under Section 10. Neither service as a Director nor receipt of
a director’s fee shall be sufficient to make a Director an
“Employee.”
(u) “Exchange Act” means
the Securities Exchange Act of 1934.
(v) “Executive” means,
if the Company has any class of any equity security registered
under Section 12 of the Exchange Act, an individual who is
subject to Section 16 of the Exchange Act or who is a
“covered employee” under Section 162(m) of the
Code, in either case because of the individual’s relationship
with the Company or an Affiliate. If the Company does not have any
class of any equity security registered under Section 12 of
the Exchange Act, “Executive” means any
(i) Director, (ii) officer elected or appointed by the
Board, or (iii) beneficial owner of more than 10% of any class
of the Company’s equity securities.
(w) “Expiration Date”
means, with respect to an Award, the date stated in the Award
Agreement as the expiration date of the Award or, if no such date
is stated in the Award Agreement, then the last day of the maximum
exercise period for the Award, disregarding the effect of an
Awardee’s Termination or any other event that would shorten
that period.
(x) “Fair Market Value”
means the value of Shares as determined under
Section 18.2.
(y) “Fundamental
Transaction” means any transaction or event described in
Section 10.3.
(z) “Good Reason” means
(i) a material diminution in responsibility or compensation,
or (ii) requiring Awardee to work in a location (other than
normal business travel) which is more than 50 miles from
Awardee’s principal place of employment before the
change.
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(aa) “Grant Date” means
the date the Administrator approves the grant of an Award. However,
if the Administrator specifies that an Award’s Grant Date is
a future date or the date on which a condition is satisfied, the
Grant Date for such Award is that future date or the date that the
condition is satisfied.
(bb) “Incentive Stock
Option” means an Option intended to qualify as an incentive
stock option under Section 422 of the Code and designated as
an Incentive Stock Option in the Award Agreement for that
Option.
(cc) “Involuntary
Termination” means Termination by the Company without Cause
or Termination by the Awardee for Good Reason.
(dd) “Nasdaq” means the
Nasdaq Global Market or its successor.
(ee) “Nonstatutory
Option” means any Option other than an Incentive Stock
Option.
(ff) “Objectively Determinable
Performance Condition” shall mean a performance condition
(i) that is established (A) at the time an Award is
granted or (B) no later than the earlier of (1) 90 days
after the beginning of the period of service to which it relates,
or (2) before the elapse of 25% of the period of service to
which it relates, (ii) that is uncertain of achievement at the
time it is established, and (iii) the achievement of which is
determinable by a third party with knowledge of the relevant facts.
Examples of measures that may be used in Objectively Determinable
Performance Conditions include net order dollars, net profit
dollars, net profit growth, net revenue dollars, revenue growth,
individual performance, earnings per share, return on assets,
return on equity, and other financial objectives, objective
customer satisfaction indicators and efficiency measures, each with
respect to the Company and/or an Affiliate or individual business
unit.
(gg) “Officer” means an
officer of the Company as defined in Rule 16a-1 adopted under the
Exchange Act.
(hh) “Option” means a
right to purchase Shares of the Company granted under this
Plan.
(ii) “Option Price”
means the price payable under an Option for Shares, not including
any amount payable in respect of withholding or other
taxes.
(jj) “Option Shares”
means Shares covered by an outstanding Option or purchased under an
Option.
(kk) “Plan” means this
2007 Equity Incentive Plan of Pharmasset, Inc.
(ll) “Prior Plan” means
the Company’s 1998 Stock Plan (as amended).
(mm) “Purchase Price”
means the price payable under a Stock Award for Shares, not
including any amount payable in respect of withholding or other
taxes.
(nn) “Retirement” means
Termination with the consent of the Company after the attainment of
age 60 and the completion of five years of continuous service with
the Company and its Affiliates (including any predecessor
entities).
(oo) “Rule 16b-3” means
Rule 16b-3 adopted under Section 16(b) of the Exchange
Act.
(pp) “SAR” or
“Stock Appreciation Right” means a right to receive
cash and/or Shares based on a change in the Fair Market Value of a
specific number of Shares pursuant to an Award Agreement, as
described in Section 8.1.
(qq) “Securities Act”
means the Securities Act of 1933.
(rr) “Share” means a
share of the common stock of the Company or other securities
substituted for the common stock under Section 10.
(ss) “Stock Award” means
an offer by the Company to sell shares subject to certain
restrictions pursuant to the Award Agreement as described in
Section 8.2 or, as determined by the Committee, a
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notional account representing the
right to be paid an amount based on Shares. Types of Awards which
may be granted as Stock Awards include such awards as are commonly
known as restricted stock, deferred stock, restricted stock units,
performance shares, phantom stock or similar types of awards as
determined by the Administrator.
(tt) “Substitute Award”
means a Substitute Option, Substitute SAR or Substitute Stock Award
granted in accordance with the terms of this Plan.
(uu) “Substitute Option”
means an Option granted in substitution for, or upon the conversion
of, an option granted by another entity to purchase equity
securities in the granting entity.
(vv) “ Substitute
SAR” means a SAR granted in substitution for, or upon the
conversion of, a stock appreciation right granted by another entity
with respect to equity securities in the granting
entity.
(ww) “Substitute Stock
Award” means a Stock Award granted in substitution for, or
upon the conversion of, a stock award granted by another entity to
purchase equity securities in the granting entity.
(xx) “Termination” means
that the Awardee has ceased to be, with or without any cause or
reason, an Employee, Director or Consultant. However, unless so
determined by the Administrator, or otherwise provided in this
Plan, “Termination” shall not include a change in
status from an Employee, Consultant or Director to another such
status. An event that causes an Affiliate to cease being an
Affiliate shall be treated as the “Termination” of that
Affiliate’s Employees, Directors, and Consultants.
2.2. Rules of Interpretation
. Any reference to a “Section,” without more, is to a
Section of this Plan. Captions and titles are used for convenience
in this Plan and shall not, by themselves, determine the meaning of
this Plan. Except when otherwise indicated by the context, the
singular includes the plural and vice versa. Any reference to a
statute is also a reference to the applicable rules and regulations
adopted under that statute. Any reference to a statute, rule or
regulation, or to a section of a statute, rule or regulation, is a
reference to that statute, rule, regulation, or section as amended
from time to time, both before and after the Effective Date and
including any successor provisions.
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3.
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Shares
Subject to this Plan; Term of this Plan
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3.1. Number of Award Shares
.
(a) The Shares issuable under this
Plan shall be authorized but unissued or reacquired Shares,
including Shares repurchased by the Company on the open market. The
number of Shares initially available for issuance over the term of
this Plan shall be 1,371,190. The maximum number of Shares
available for issuance hereunder shall be increased by the number
of Shares subject to stock options issued under the Prior Plan that
expire, terminate or are canceled or forfeited for any reason after
the Effective Date without having been exercised in full. Subject
to the approval of stockholders, the maximum number of Shares
available for issuance hereunder was further increased by 1,000,000
by action of the Board dated July 15, 2009.
(b) If and to the extent that an
Award granted under this Plan expires, terminates or is canceled or
forfeited for any reason without the issuance of all the Shares
subject thereto, those unissued Shares will again become available
for grant under the Plan. Similarly, if any Shares issued pursuant
to an Award granted under this Plan are forfeited or repurchased at
the original purchase price or less for any reason, those Shares
will again become available for grant under the Plan.
3.2. Source of Shares . Award
Shares may be: (a) Shares that have never been issued,
(b) Shares that have been issued but are no longer
outstanding, or (c) Shares that are outstanding and are
acquired to discharge the Company’s obligation to deliver
Award Shares.
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3.3. Term of this Plan
.
(a) This Plan shall be effective on
the Effective Date, and Awards may be granted under this Plan on
and after, the Effective Date. Upon effectiveness of this Plan, no
additional awards will be made under the Prior Plan.
(b) Subject to the provisions of
Section 14, Awards may be granted under this Plan for a period
of ten years from the latest date the Company’s stockholders
approve this Plan.
4.1. General .
(a) The Board shall have ultimate
responsibility for administering this Plan. To the extent permitted
by Applicable Law, the Board may delegate certain of its
responsibilities to a Committee, which shall consist of at least
two members of the Board. In addition, to the extent permitted by
Applicable Law, the Board or the Committee may further delegate its
responsibilities to any Employee of the Company or any Affiliate.
Where this Plan specifies that an action is to be taken or a
determination made by the Board, only the Board may take that
action or make that determination. Where this Plan specifies that
an action is to be taken or a determination made by the Committee,
only the Committee may take that action or make that determination;
provided that, if for some reason the Committee cannot act or make
a determination, then the Board shall also be entitled to take such
action or make such determination. Where this Plan references the
“Administrator,” the action may be taken or
determination made by the Board, the Committee, or other
Administrator. However, only the Board or the Committee may approve
grants of Awards to Executives or Non-Employee Directors, and an
Administrator other than the Board or the Committee may grant
Awards only within the guidelines established by the Board or
Committee. Moreover, all actions and determinations by any
Administrator are subject to the provisions of this
Plan.
(b) So long as the Company has
registered and outstanding a class of equity securities under
Section 12 of the Exchange Act and to the extent necessary or
helpful to comply with Applicable Law with respect to officers
subject to Section 16 or the Exchange Act and/or others, the
Committee shall consist of Company Directors who are
“Non-Employee Directors” as defined in Rule 16b-3 and,
after the expiration of any transition period permitted by Treasury
Regulations Section 1.162-27(h)(3), who are “outside
directors” as defined in Section 162(m) of the Code. So
long as the Shares are listed with Nasdaq, the Committee shall
comply with applicable Nasdaq rules and listing
standards.
4.2. Authority of the Board or
the Committee . Subject to the other provisions of this Plan,
the Board or the Committee shall have the authority to:
(a) grant Awards, including
Substitute Awards;
(b) determine the Fair Market Value
of Shares;
(c) determine the Option Price and
the Purchase Price of Awards;
(d) select the Awardees;
(e) determine the times Awards are
granted;
(f) determine the number of Shares
subject to each Award;
(g) determine the methods of payment
that may be used to purchase Award Shares;
(h) determine the methods of payment
that may be used to satisfy withholding tax obligations;
(i) determine the other terms of
each Award, including but not limited to the time or times at which
Awards may be exercised, whether and under what conditions an Award
is assignable, whether an Option is a Nonstatutory Option or an
Incentive Stock Option, automatic cancellation of the Award if
certain objective requirements determined by the Administration are
not met;
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(j) modify or amend any
Award;
(k) authorize any person to sign any
Award Agreement or other document related to this Plan on behalf of
the Company;
(l) determine the form of any Award
Agreement or other document related to this Plan, and whether that
document, including signatures, may be in electronic
form;
(m) interpret this Plan and any
Award Agreement or document related to this Plan;
(n) correct any defect, remedy any
omission, or reconcile any inconsistency in this Plan, any Award
Agreement or any other document related to this Plan;
(o) adopt, amend, and revoke rules
and regulations under this Plan, including rules and regulations
relating to sub-plans and Plan addenda;
(p) adopt, amend, and revoke special
rules and procedures which may be inconsistent with the terms of
this Plan, set forth (if the Administrator so chooses) in sub-plans
regarding (for example) the operation and administration of this
Plan and the terms of Awards, if and to the extent necessary or
useful to accommodate non-U.S. Applicable Laws and practices as
they apply to Awards and Award Shares held by, or granted or issued
to, persons working or resident outside of the United States or
employed by Affiliates incorporated outside the United
States;
(q) determine whether a transaction
or event should be treated as a Change in Control;
(r) determine the effect of a
Fundamental Transaction and, if the Board determines that a
transaction or event should be treated as a Change in Control, then
the effect of that Change in Control;
(s) appoint such additional
administrators as are necessary to perform various administrative
acts and determine the duties of such administrators;
and
(t) make all other determinations
the Administrator deems necessary or advisable for the
administration of this Plan.
4.3. Scope of Discretion .
Subject to the provisions of this Section 4.3, on all matters
for which this Plan confers the authority, right or power on the
Board, the Committee, or other Administrator to make decisions,
that body may make those decisions in its sole and absolute
discretion. Those decisions will be final, binding and conclusive.
In making its decisions, the Board, Committee or other
Administrator need not treat all persons eligible to receive
Awards, all Awardees, all Awards or all Award Shares the same way.
Notwithstanding anything herein to the contrary, and except as
provided in Section 13.3, the discretion of the Board,
Committee or other Administrator is subject to the specific
provisions and specific limitations of this Plan, as well as all
rights conferred on specific Awardees by Award Agreements and other
agreements.
4.4. Vesting of Awards .
Awards will be subject to such vesting or forfeiture conditions as
the Administrator may determine, subject to the following
guidelines:
(a) With respect to Awards that vest
(or that are earned or become non-forfeitable) based, in whole or
in part, on the achievement of one or more performance conditions
(including but not limited to Objectively Determinable Performance
Conditions), the period over which such performance is measured
will be at least one year.
(b) Except as otherwise provided in
Section 11.1, with respect to Awards that vest (or that are
earned or become non-forfeitable) solely based on the service of
the Awardee to the Company and its Affiliates, the requisite
service period for the Award to become fully vested (or earned or
non-forfeitable) will be at least three years (provided that the
Award may vest ratably over that period).
(c) Notwithstanding the foregoing,
or any other provision of this Plan:
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(i)
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the vested (or earned or
non-forfeitable) status of an Award may, by the terms of the Award
or by subsequent discretionary action of the Board or the
Committee, be accelerated in whole
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or in part upon (i) a Change in
Control or Fundamental Transaction, (ii) a dissolution or
liquidation of the Company, (iii) the Awardee’s Termination
due to death, disability (as defined in Section 22(e)(3) of the
Code), or Retirement, or (iv) upon the occurrence of any
substantially similar event or transaction; and
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(ii)
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in the event of
the Awardee’s Involuntary Termination, an Award may remain
outstanding and the vesting of that Award may continue in
accordance with the original schedule (as though the Awardee had
remained employed by the Company) to the extent specified in the
terms of the Award or determined by subsequent discretionary action
of the Board or the Committee.
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4.5. Repricing .
Notwithstanding any other provision of this Plan, no Option or SAR
may be repriced, directly or indirectly, without approval of the
Company’s stockholders. For this purpose, the method of
obtaining such stockholder approval and the required degree of
approval will be determined in accordance with applicable state law
and the Company’s governing documents.
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5.
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Persons
Eligible to Receive Awards
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5.1. Eligible Individuals .
Awards (including Substitute Awards) may be granted to, and only
to, Employees, Directors and Consultants, including to prospective
Employees, Directors and Consultants conditioned on the beginning
of their service for the Company or an Affiliate. However,
Incentive Stock Options may only be granted to Employees, as
provided in Section 7(g).
5.2. Section 162(m)
Limitation .
(a) Options and SARs .
Subject to the provisions of this Section 5.2, for so long as
the Company is a “publicly held corporation” within the
meaning of Section 162(m) of the Code: (i) no Employee
may be granted one or more SARs or Options within any fiscal year
of the Company under this Plan to purchase or be issued more than
1,000,000 Shares under Options or to receive compensation
calculated with reference to more than that number of Shares under
SARs, subject to adjustment pursuant to Section 10, and
(ii) Options and SARs may be granted to an Executive only by
the Committee (and, notwithstanding anything to the contrary in
Section 4.1(a), not by the Board). If an Option or SAR is
cancelled without being exercised or if the Option Price of an
Option is reduced, that cancelled or repriced Option or SAR shall
continue to be counted against the limit on Awards that may be
granted to any individual under this Section 5.2.
(b) Cash Awards and Stock
Awards . Any Cash Award or Stock Award intended as
“qualified performance-based compensation” within the
meaning of Section 162(m) of the Code must be awarded, vest or
become exercisable contingent on the achievement of one or more
Objectively Determinable Performance Conditions. The Committee
shall have the discretion to determine the time and manner of
compliance with Section 162(m) of the Code. The maximum annual
value of Cash Awards or Stock Awards to any individual may not
exceed $3,000,000.
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6.
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Terms and
Conditions of Options
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The following rules apply to all
Options:
6.1. Price . No Option may
have an Option Price less than the Fair Market Value of the Shares
on the Grant Date. In no event will the Option Price of any Option
be less than the par value of the Shares issuable under the Option
if that is required by Applicable Law. The Option Price of an
Incentive Stock Option shall be subject to the additional
requirement stated in Section 7(f). Notwithstanding the
foregoing, in the event an Option is granted with an exercise price
less than that set forth in this Section 6.1, if the mistake
was unintentional, a violation of this provision shall not cause
such Option to be void or voidable.
6.2. Term . No Option shall
be exercisable after its Expiration Date. No Option may have an
Expiration Date that is more than ten years after its Grant Date.
Additional provisions regarding the term of Incentive Stock Options
are provided in Sections 7(a) and 7(e).
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6.3. Vesting . Options shall
be exercisable: (a) on the Grant Date, or (b) in
accordance with a schedule related to the Grant Date, the date the
Awardee’s directorship, employment or consultancy begins, or
a different date specified in the Award Agreement. Additional
provisions regarding the vesting of Incentive Stock Options are
provided in Section 7(c). No Option granted to an individual
who is subject to the overtime pay provisions of the Fair Labor
Standards Act may be exercised before the expiration of six months
after the Grant Date.
6.4. Form and Method of
Payment .
(a) The Board or Committee shall
determine the acceptable form and method of payment for exercising
an Option. So long as variable accounting pursuant to “APB
25” does not apply and the Board or Committee otherwise
determines there is no material adverse accounting consequence at
the time of exercise, the Board or Committee may require the
delivery in Shares for the value of the net appreciation of the
Shares at the time of exercise over the exercise price. The
difference between full number of Shares covered by the exercised
portion of the Award and the number of Shares actually delivered
shall be restored to the amount of Shares reserved for issuance
under Section 3.1.
(b) Acceptable forms of payment for
all Option Shares are cash, check or wire transfer, denominated in
U.S. dollars except as specified by the Administrator for non-U.S.
Employees or non-U.S. sub-plans.
(c) In addition, the Administrator
may permit payment to be made by any of the following
methods:
(i) other Shares, or the designation
of other Shares, which (A) are “mature” shares for
purposes of avoiding variable accounting treatment under generally
accepted accounting principles (generally mature shares are those
that have been owned by the Awardee for more than six months on the
date of surrender), and (B) have a Fair Market Value on the
date of surrender equal to the Option Price of the Shares as to
which the Option is being exercised;
(ii) provided that a public market
exists for the Shares, consideration received by the Company under
a procedure under which a licensed broker-dealer advances funds on
behalf of an Awardee or sells Option Shares on behalf of an Awardee
(a “Cashless Exercise Procedure” ) ,
provided that if the Company extends or arranges for the extension
of credit to an Awardee under any Cashless Exercise Procedure, no
Officer or Director may participate in that Cashless Exercise
Procedure;
(iii) cancellation of any debt owed
by the Company or any Affiliate to the Awardee by the Company
including without limitation waiver of compensation due or accrued
for services previously rendered to the Company; and
(iv) any combination of the methods
of payment permitted by any paragraph of this
Section 6.4.
(d) The Administrator may also
permit any other form or method of payment for Option Shares
permitted by Applicable Law.
6.5. Nonassignability of
Options . Except as determined by the Administrator, no Option
shall be assignable or otherwise transferable by the Awardee except
by will or by the laws of descent and distribution. However,
Options may be transferred and exercised in accordance with a
Domestic Relations Order and may be exercised by a guardian or
conservator appointed to act for the Awardee. Incentive Stock
Options may only be assigned in compliance with
Section 7(h).
6.6. Substitute Options . The
Board may cause the Company to grant Substitute Options in
connection with the acquisition by the Company or an Affiliate of
equity securities of any entity (including by merger, tender offer,
or other similar transaction) or of all or a portion of the assets
of any entity. Any such substitution shall be effective on the
effective date of the acquisition. Substitute Options may be
Nonstatutory Options or Incentive Stock Options. Unless and to the
extent specified otherwise by the Board, Substitute Options shall
have the same terms and conditions as the options they replace,
except that (subject to the provisions of Section 10)
Substitute Options shall be Options to purchase Shares rather than
equity securities of the granting entity, shall have an Option
Price determined by the Board and shall be on terms that, as
determined by the Board in its sole and absolute discretion,
properly reflect the substitution.
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7.
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Incentive
Stock Options
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The following rules apply only to
Incentive Stock Options and only to the extent these rules are more
restrictive than the rules that would otherwise apply under this
Plan. With the consent of the Awardee, or where this Plan provides
that an action may be taken notwithstanding any other provision of
this Plan, the Administrator may deviate from the requirements of
this Section, notwithstanding that any Incentive Stock Option
modified by the Administrator will thereafter be treated as a
Nonstatutory Option.
(a) The Expiration Date of an
Incentive Stock Option shall not be later than ten years from its
Grant Date, with the result that no Incentive Stock Option may be
exercised after the expiration of ten years from its Grant
Date.
(b) No Incentive Stock Option may be
granted more than ten years from the date this Plan was approved by
the Board.
(c) Options intended to be incentive
stock options under Section 422 of the Code that are granted
to any single Awardee under all incentive stock option plans of the
Company and its Affiliates, including incentive stock options
granted unde