ADVANCED ENERGY INDUSTRIES,
INC.
2008 OMNIBUS INCENTIVE
PLAN
Advanced Energy
Industries, Inc., a Delaware corporation (the
“Company”), sets forth herein the terms of its 2008
Omnibus Incentive Plan (the “Plan”), as
follows:
The Plan is
intended to enhance the Company’s and its Affiliates’
(as defined herein) ability to attract and retain highly qualified
officers, directors, key employees, and other persons, and to
motivate such persons to serve the Company and its Affiliates and
to expend maximum effort to improve the business results and
earnings of the Company, by providing to such persons an
opportunity to acquire or increase a direct proprietary interest in
the operations and future success of the Company. To this end, the
Plan provides for the grant of stock options, stock appreciation
rights, restricted stock, stock units (including deferred stock
units), unrestricted stock, and dividend equivalent rights. Any of
these awards may, but need not, be made as performance incentives
to reward attainment of annual or long-term performance goals in
accordance with the terms hereof. Stock options granted under the
Plan may be non-qualified stock options or incentive stock options,
as provided herein, except that stock options granted to outside
directors and any consultants or advisers providing services to the
Company or an Affiliate shall in all cases be non-qualified stock
options.
For purposes of
interpreting the Plan and related documents (including Award
Agreements), the following definitions shall apply:
2.1
” Affiliate ” means, with respect
to the Company, any company or other trade or business that
controls, is controlled by or is under common control with the
Company within the meaning of Rule 405 of Regulation C
under the Securities Act, including, without limitation, any
Subsidiary. For purposes of granting stock options or stock
appreciation rights, an entity may not be considered an Affiliate
unless the Company holds a “controlling interest” in
such entity, where the term “controlling interest” has
the same meaning as provided in Treasury
Regulation 1.414(c)-2(b)(2)(i), provided that the language
“at least 50 percent” is used instead of “at
least 80 percent” and, provided further, that where
granting of stock options or stock appreciation rights is based
upon a legitimate business criteria, the language “at least
20 percent” is used instead of “at least
80 percent” each place it appears in Treasury
Regulation 1.414(c)-2(b)(2)(i).
2.2
” Annual Incentive Award ” means an
Award made subject to attainment of performance goals (as described
in Section 14 ) generally over a one-year performance
period (the Company’s fiscal year, unless otherwise specified
by the Committee).
2.3
” Award ” means a grant of an
Option, Stock Appreciation Right, Restricted Stock, Unrestricted
Stock, Stock Unit, Dividend Equivalent Right, Performance Share, or
Performance Unit under the Plan.
2.4
” Award Agreement ” means the
agreement between the Company and a Grantee that evidences and sets
out the terms and conditions of an Award.
2.5
” Benefit Arrangement ” shall have
the meaning set forth in Section 15 hereof.
2.6
” Board ” means the Board of
Directors of the Company.
2.7
” Cause ” means, as determined by
the Board and unless otherwise provided in an applicable agreement
with the Company or an Affiliate, (i) gross negligence or
willful misconduct in connection with the performance of duties;
(ii) conviction of a criminal offense (other than minor
traffic offenses); or
(iii) material breach of any term of any
employment, consulting or other services, confidentiality,
intellectual property or non-competition agreements, if any,
between the Service Provider and the Company or an
Affiliate.
2.8
” Code ” means the Internal Revenue
Code of 1986, as now in effect or as hereafter amended.
2.9
” Committee ” means a committee of,
and designated from time to time by resolution of, the Board, which
shall be constituted as provided in Section 3.2
.
2.10
” Company ” means Advanced Energy
Industries, Inc.
2.11
” Corporate Transaction ” means
(i) the dissolution or liquidation of the Company or a merger,
consolidation, or reorganization of the Company with one or more
other entities in which the Company is not the surviving entity,
(ii) a sale of substantially all of the assets of the Company
to another person or entity, or (iii) any transaction
(including without limitation a merger or reorganization in which
the Company is the surviving entity) which results in any person or
entity (other than persons who are stockholders or affiliates
immediately prior to the transaction) owning 50% or more of the
combined voting power of all classes of stock of the
Company.
2.12
” Covered Employee ” means a
Grantee who is a covered employee within the meaning of
Section 162(m)(3) of the Code.
2.13
” Disability ” means the Grantee is
unable to perform each of the essential duties of such
Grantee’s position by reason of a medically determinable
physical or mental impairment which is potentially permanent in
character or which can be expected to last for a continuous period
of not less than 12 months; provided, however, that, with
respect to rules regarding expiration of an Incentive Stock Option
following termination of the Grantee’s Service, Disability
shall mean the Grantee is unable to engage in any substantial
gainful activity by reason of a medically determinable physical or
mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of
not less than 12 months.
2.14
” Dividend Equivalent Right ” means
a right, granted to a Grantee under Section 13 hereof,
to receive cash, Stock, other Awards or other property equal in
value to dividends paid with respect to a specified number of
shares of Stock, or other periodic payments.
2.15
” Effective Date ”
means May 7, 2008, the date the Plan was approved by the
stockholders.
2.16
” Exchange Act ” means the
Securities Exchange Act of 1934, as now in effect or as hereafter
amended.
2.17
” Fair Market Value ” means the
value of a share of Stock, determined as follows: if on the Grant
Date or other determination date the Stock is listed on an
established national or regional stock exchange, or is publicly
traded on an established securities market, the Fair Market Value
of a share of Stock shall be the closing price of the Stock on such
exchange or in such market (if there is more than one such exchange
or market the Board shall determine the appropriate exchange or
market) on the Grant Date or such other determination date (or if
there is no such reported closing price, the Fair Market Value
shall be the mean between the highest bid and lowest asked prices
or between the high and low sale prices on such trading day) or, if
no sale of Stock is reported for such trading day, on the next
preceding day on which any sale shall have been reported. If the
Stock is not listed on such an exchange or traded on such a market,
Fair Market Value shall be the value of the Stock as determined by
the Board by the reasonable application of a reasonable valuation
method, in a manner consistent with Code
Section 409A.
2.18
” Family Member ” means a person
who is a spouse, former spouse, child, stepchild, grandchild,
parent, stepparent, grandparent, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother, sister,
brother-in-law, or sister-in-law, including adoptive relationships,
of the Grantee, any person sharing the Grantee’s household
(other than a tenant or employee), a trust in which any one or more
of
these persons
have more than fifty percent of the beneficial interest, a
foundation in which any one or more of these persons (or the
Grantee) control the management of assets, and any other entity in
which one or more of these persons (or the Grantee) own more than
fifty percent of the voting interests.
2.19
” Grant Date ” means, as determined
by the Board, the latest to occur of (i) the date as of which
the Board approves an Award, (ii) the date on which the
recipient of an Award first becomes eligible to receive an Award
under Section 6 hereof, or (iii) such other
date as may be specified by the Board.
2.20
” Grantee ” means a person who
receives or holds an Award under the Plan.
2.21
” Incentive Stock Option ” means an
“incentive stock option” within the meaning of
Section 422 of the Code, or the corresponding provision of any
subsequently enacted tax statute, as amended from time to
time.
2.22
” Non-qualified Stock Option ”
means an Option that is not an Incentive Stock Option.
2.23
” Option ” means an option to
purchase one or more shares of Stock pursuant to the
Plan.
2.24
” Option Price ” means the exercise
price for each share of Stock subject to an Option.
2.25
” Other Agreement ” shall have the
meaning set forth in Section 15 hereof.
2.26
” Outside Director ” means a member
of the Board who is not an officer or employee of the
Company.
2.27
” Performance Award ” means an
Award made subject to the attainment of performance goals (as
described in Section 14 ) over a performance period of
up to ten (10) years.
2.28
” Performance-Based Compensation ”
means compensation under an Award that is intended to satisfy the
requirements of Code Section 162(m) for certain
performance-based compensation paid to Covered Employees.
Notwithstanding the foregoing, nothing in this Plan shall be
construed to mean that an Award which does not satisfy the
requirements for performance-based compensation under Code
Section 162(m) does not constitute performance-based
compensation for other purposes, including Code
Section 409A.
2.29
” Performance Measures ” means
measures as described in Section 14 on which the
performance goals are based and which are approved by the
Company’s shareholders pursuant to this Plan in order to
qualify Awards as Performance-Based Compensation.
2.30
” Performance Period ” means the
period of time during which the performance goals must be met in
order to determine the degree of payout and/or vesting with respect
to an Award.
2.31
” Performance Share ” means an
Award under Section 14 herein and subject to the terms
of this Plan, denominated in Shares, the value of which at the time
it is payable is determined as a function of the extent to which
corresponding performance criteria have been achieved.
2.32
” Performance Unit ” means an Award
under Section 14 herein and subject to the terms of
this Plan, denominated in units, the value of which at the time it
is payable is determined as a function of the extent to which
corresponding performance criteria have been achieved.
2.33
” Plan ” means this Advanced Energy
Industries, Inc. 2008 Omnibus Incentive Plan.
2.34
” Prior Plans ” means the Advanced
Energy Industries, Inc. 2003 Stock Option Plan and the Advanced
Energy Industries, Inc. Amended and Restated 2003 Non-Employee
Directors’ Stock Option Plan, amended and restated
February 15, 2006.
2.35
” Purchase Price ” means the
purchase price for each share of Stock pursuant to a grant of
Restricted Stock or Unrestricted Stock.
2.36
” Reporting Person ” means a person
who is required to file reports under Section 16(a) of the
Exchange Act.
2.37
” Restricted Stock ” means shares
of Stock, awarded to a Grantee pursuant to Section 10
hereof.
2.38
” SAR Exercise Price ” means the
per share exercise price of a SAR granted to a Grantee under
Section 9 hereof.
2.39
” Securities Act ” means the
Securities Act of 1933, as now in effect or as hereafter
amended.
2.40
” Service ” means service as a
Service Provider to the Company or an Affiliate. Unless otherwise
stated in the applicable Award Agreement, a Grantee’s change
in position or duties shall not result in interrupted or terminated
Service, so long as such Grantee continues to be a Service Provider
to the Company or an Affiliate. Subject to the preceding sentence,
whether a termination of Service shall have occurred for purposes
of the Plan shall be determined by the Board, which determination
shall be final, binding and conclusive.
2.41
” Service Provider ” means an
employee, officer or director of the Company or an Affiliate, or a
consultant or adviser (who is a natural person) currently providing
services to the Company or an Affiliate.
2.42
” Stock ” means the common stock,
par value $0.001 per share, of the Company.
2.43
” Stock Appreciation Right ” or
“SAR” means a right granted to a Grantee
under Section 9 hereof.
2.44
” Stock Unit ” means a bookkeeping
entry representing the equivalent of one share of Stock awarded to
a Grantee pursuant to Section 10 hereof.
2.45
” Subsidiary ” means any
“subsidiary corporation” of the Company within the
meaning of Section 424(f) of the Code.
2.46
” Substitute Awards ” means Awards
granted upon assumption of, or in substitution for, outstanding
awards previously granted by a company or other entity acquired by
the Company or any Affiliate or with which the Company or any
Affiliate combines.
2.47
” Ten Percent Stockholder ”
means an individual who owns more than ten percent (10%) of the
total combined voting power of all classes of outstanding stock of
the Company, its parent or any of its Subsidiaries. In determining
stock ownership, the attribution rules of Section 424(d) of
the Code shall be applied.
2.48
” Unrestricted Stock ” means an
Award pursuant to Section 11 hereof.
3.
ADMINISTRATION OF THE PLAN
The Board shall
have such powers and authorities related to the administration of
the Plan as are consistent with the Company’s certificate of
incorporation and by-laws and applicable law. The Board shall have
full power and authority to take all actions and to make all
determinations required or provided for under the Plan, any Award
or any Award Agreement, and shall have full power and authority to
take all such other actions and make all such other determinations
not inconsistent with the specific terms and provisions of the Plan
that the Board deems to be necessary or appropriate to the
administration of the Plan, any Award or any Award Agreement. All
such actions and determinations shall be by the affirmative vote of
a majority of the members of the Board present at a meeting or by
unanimous consent of the Board
executed in
writing in accordance with the Company’s certificate of
incorporation and by-laws and applicable law. The interpretation
and construction by the Board of any provision of the Plan, any
Award or any Award Agreement shall be final, binding and
conclusive.
The Board from
time to time may delegate to the Committee such powers and
authorities related to the administration and implementation of the
Plan, as set forth in Section 3.1 above and other
applicable provisions, as the Board shall determine, consistent
with the certificate of incorporation and by-laws of the Company
and applicable law.
(i) Except as
provided in Subsection (ii) and except as the Board may
otherwise determine, the Committee, if any, appointed by the Board
to administer the Plan shall consist of two or more Outside
Directors of the Company who: (a) qualify as “outside
directors” within the meaning of Section 162(m) of the
Code and who (b) meet such other requirements as may be
established from time to time by the Securities and Exchange
Commission for plans intended to qualify for exemption under
Rule 16b-3 (or its successor) under the Exchange Act and who
(c) comply with the independence requirements of the stock
exchange on which the Common Stock is listed.
(ii) The
Board may also appoint one or more separate committees of the
Board, each composed of one or more directors of the Company who
need not be Outside Directors, who may administer the Plan with
respect to employees or other Service Providers who are not
officers or directors of the Company, may grant Awards under the
Plan to such employees or other Service Providers, and may
determine all terms of such Awards.
In the event that
the Plan, any Award or any Award Agreement entered into hereunder
provides for any action to be taken by or determination to be made
by the Board, such action may be taken or such determination may be
made by the Committee if the power and authority to do so has been
delegated to the Committee by the Board as provided for in this
Section. Unless otherwise expressly determined by the Board, any
such action or determination by the Committee shall be final,
binding and conclusive. To the extent permitted by law, the
Committee may delegate its authority under the Plan to a member of
the Board.
Subject to the
other terms and conditions of the Plan, the Board shall have full
and final authority to:
(ii) determine
the type or types of Awards to be made to a Grantee,
(iii) determine
the number of shares of Stock to be subject to an Award,
(iv) establish
the terms and conditions of each Award (including, but not limited
to, the exercise price of any Option, the nature and duration of
any restriction or condition (or provision for lapse thereof)
relating to the vesting, exercise, transfer, or forfeiture of an
Award or the shares of Stock subject thereto, the treatment of an
Award in the event of a change of control, and any terms or
conditions that may be necessary to qualify Options as Incentive
Stock Options),
(v) prescribe
the form of each Award Agreement evidencing an
Award, and
(vi) amend,
modify, or supplement the terms of any outstanding Award. Such
authority specifically includes the authority, in order to
effectuate the purposes of the Plan but without amending the Plan,
to make or modify Awards to eligible individuals who are foreign
nationals or are individuals who are employed outside the United
States to recognize differences in local law, tax policy, or
custom. Notwithstanding the foregoing, no amendment, modification
or supplement of any Award shall, without the consent of the
Grantee, impair the Grantee’s rights under such
Award.
The Company may
retain the right in an Award Agreement to cause a forfeiture of the
gain realized by a Grantee on account of actions taken by the
Grantee in violation or breach of or in conflict with any
employment agreement, non-competition agreement, any agreement
prohibiting solicitation of employees or clients of the Company or
any Affiliate thereof or any confidentiality obligation with
respect to the Company or any Affiliate thereof or otherwise in
competition with the Company or any Affiliate thereof, to the
extent specified in such Award Agreement applicable to the Grantee.
In addition, the Company may annul an Award if the Grantee is an
employee of the Company or an Affiliate thereof and is terminated
for Cause as defined in the applicable Award Agreement or the Plan,
as applicable.
Furthermore, if
the Company is required to prepare an accounting restatement due to
the material noncompliance of the Company, as a result of
misconduct, with any financial reporting requirement under the
securities laws, the individuals subject to automatic forfeiture
under Section 304 of the Sarbanes-Oxley Act of 2002 and any
Grantee who knowingly engaged in the misconduct, was grossly
negligent in engaging in the misconduct, knowingly failed to
prevent the misconduct or was grossly negligent in failing to
prevent the misconduct, shall reimburse the Company the amount of
any payment in settlement of an Award earned or accrued during the
twelve-(12)month period following the first public issuance or
filing with the United States Securities and Exchange Commission
(whichever first occurred) of the financial document that contained
such material noncompliance.
Notwithstanding
anything in this Plan to the contrary, no amendment or modification
may be made to an outstanding Option or SAR, including, without
limitation, by replacement of Options or SARs with cash or other
award type, that would be treated as a repricing under the rules of
the stock exchange on which the Stock is listed, in each case,
without the approval of the stockholders of the Company, provided,
that, appropriate adjustments may be made to outstanding Options
and SARs pursuant to Section 17 or
Section 5.3 and may be made to make changes to achieve
compliance with applicable law, including Code
Section 409A.
3.5
Deferral Arrangement .
The Board may
permit or require the deferral of any award payment into a deferred
compensation arrangement, subject to such rules and procedures as
it may establish, which may include provisions for the payment or
crediting of interest or dividend equivalents, including converting
such credits into deferred Stock equivalents. Any such deferrals
shall be made in a manner that complies with Code
Section 409A.
No member of the
Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any
Award or Award Agreement.
3.7
Share Issuance/Book-Entry
Notwithstanding
any provision of this Plan to the contrary, the issuance of the
Stock under the Plan may be evidenced in such a manner as the
Board, in its discretion, deems appropriate, including, without
limitation, book-entry registration or issuance of one or more
Stock certificates.
4.
STOCK SUBJECT TO THE PLAN
4.1
Number of Shares Available for Awards
Subject to
adjustment as provided in Section 17 hereof, the number
of shares of Stock available for issuance under the Plan shall be
the number of shares available for issuance under the Prior Plans.
In no
event shall the
number of shares of Stock available for issuance under the Plan
exceed three million five hundred thousand (3,500,000), subject to
adjustment as provided for in Section 17 . Stock issued
or to be issued under the Plan shall be authorized but unissued
shares; or, to the extent permitted by applicable law, issued
shares that have been reacquired by the Company.
4.2
Adjustments in Authorized Shares
The Board shall
have the right to substitute or assume Awards in connection with
mergers, reorganizations, separations, or other transactions to
which Section 424(a) of the Code applies. The number of shares
of Stock reserved pursuant to Section 4 shall 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.
Shares covered by
an Award shall be counted as used as of the Grant Date. If any
shares covered by an Award granted under the Plan or a Prior Plan
are not purchased or are forfeited or expire, or if an Award
otherwise terminates without delivery of any Stock subject thereto
or is settled in cash in lieu of shares, then the number of shares
of Stock counted against the aggregate number of shares available
under the Plan with respect to such Award shall, to the extent of
any such forfeiture, termination or expiration, again be available
for making Awards under the Plan in the same amount as such shares
were counted against the limit set forth in Section 4.1
, provided that any shares covered by an Award granted under a
Prior Plan will again be available for making Awards under the Plan
in the same amount as such shares were counted against the limits
set forth in the applicable Prior Plan. The number of shares of
Stock available for issuance under the Plan shall not be increased
by (i) any shares of Stock tendered or withheld or Award
surrendered in connection with the purchase of shares of Stock upon
exercise of an Option as described in Section 12.2 , or
(ii) any shares of Stock deducted or delivered from an Award
payment in connection with the Company’s tax withholding
obligations as described in Section 18.3 .
5.
EFFECTIVE DATE, DURATION AND AMENDMENTS
The Plan shall be
effective as of the Effective Date. Following the
Effective Date no awards will be made under the Prior
Plans.
The Plan shall
terminate automatically ten (10) years after the Effective
Date and may be terminated on any earlier date as provided in
Section 0 .
5.3
Amendment and Termination of the Plan
The 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
listing requirements. In addition, an amendment will be contingent
on approval of the Company’s stockholders if the amendment
would: (i) materially increase the benefits accruing to
participants under the Plan, (ii) materially increase the
aggregate number of shares of Stock that may be issued under the
Plan, or (iii) materially modify the requirements as to
eligibility for participation in the Plan. 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 the Plan.
6.
AWARD ELIGIBILITY AND LIMITATIONS
6.1
Service Providers and Other Persons
Subject 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 and (ii) any other individual
whose participation in the Plan is determined to be in the best
interests of the Company by the Board.
6.2
Successive Awards and Substitute Awards .
An 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 is
determined in accordance with the principles of Code
Section 424 and the regulations thereunder; as modified by
Code Section 409A and the regulations thereunder as Options
that are non-qualified stock options and SARs.
6.3
Limitation on Shares of Stock Subject to Awards
.
During any time
when the Company has a class of equity security registered under
Section 12 of the Exchange Act:
(i) the
maximum number of shares of Stock subject to Options or SARs that
can be awarded under the Plan to any person eligible for an Award
under Section 6 hereof is five hundred twenty five thousand
five hundred (525,000) per 12 month
period; and
(ii) the
maximum number of shares that can be granted under the Plan, other
than pursuant to an Option or SARs, to any person eligible for an
Award under Section 6 hereof is five hundred twenty
five thousand five hundred (525,000) per 12 month
period.
The preceding
limitations in this Section 6.3 are subject to
adjustment as provided in Section 17 hereof.
Each Award granted
pursuant to the Plan shall be evidenced by an Award Agreement, in
such form or forms as the Board shall from time to time determine.
Award Agreements granted from time to time or at the same time need
not contain similar provisions but shall be consistent with the
terms of the Plan. Each Award Agreement evidencing an Award of
Options shall specify whether such Options are intended to be
Non-qualified Stock Options or Incentive Stock Options, and in the
absence of such specification such options shall be deemed
Non-qualified Stock Options.
8.
TERMS AND CONDITIONS OF OPTIONS
The Option Price
of each Option shall be fixed by the Board and stated in the Award
Agreement evidencing such Option. Except in the case of Substitute
Awards, the Option Price of each Option shall be at least the Fair
Market Value on the Grant Date of a share of Stock; provided
, however , that in the event that a Grantee is a Ten
Percent Stockholder, the Option Price of an Option granted to
such Grantee that is intended to be an Incentive Stock Option shall
be not less than 110 percent of the Fair Market Value of a
share of Stock on the Grant Date. In no case shall the Option Price
of any Option be less than the par value of a share of
Stock.
Subject to
Sections 8.3 and 17.3 hereof, each Option granted under
the Plan shall become exercisable at such times and under such
conditions as shall be determined by the Board and stated in the
Award Agreement. For purposes of this Section 8.2 ,
fractional numbers of shares of Stock subject to an Option shall be
rounded down to the next nearest whole number.
Each Option
granted under the Plan shall terminate, and all rights to purchase
shares of Stock thereunder shall cease, upon the expiration of ten
years from the date such Option is granted, or under such
circumstances and on such date prior thereto as is set forth in the
Plan or as may be fixed by the Board and stated in the Award
Agreement relating to such Option; provided , however
, that in the event that the Grantee is a Ten
Percent Stockholder, an Option granted to such Grantee that is
intended to be an Incentive Stock Option shall not be exercisable
after the expiration of five years from its Grant Date.
8.4
Termination of Service .
Each Award
Agreement shall set forth the extent to which the Grantee shall
have the right to exercise the Option following termination of the
Grantee’s Service. Such provisions shall be determined in the
sole discretion of the Board, need not be uniform among all Options
issued pursuant to the Plan, and may reflect distinctions based on
the reasons for termination of Service.
8.5
Limitations on Exercise of Option .
Notwithstanding
any other provision of the Plan, in no event may any Option be
exercised, in whole or in part, prior to the date the Plan is
approved by the stockholders of the Company as provided herein or
after the occurrence of an event referred to in
Section 17 hereof which results in termination of the
Option.
Subject to the
terms of Article 12 and Section 18.3 , an
Option that is exercisable may be exercised by the Grantee’s
delivery to the Company of notice of exercise on any business day,
at the Company’s principal office, on the form specified by
the Company. Such notice shall specify the number of shares of
Stock with respect to which the Option is being exercised and shall
be accompanied by payment in full of the Option Price of the shares
for which the Option is being exercised plus the amount (if any) of
federal and/or other taxes which the Company may, in its judgment,
be required to withhold with respect to an Award.
8.7
Rights of Holders of Options
Unless otherwise
stated in the applicable Award Agreement, an individual holding or
exercising an Option shall have none of the rights of a stockholder
(for example, the right to receive cash or dividend payments or
distributions attributable to the subject shares of Stock or to
direct the voting of the subject shares of Stock) until the shares
of Stock covered th
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