2009
Equity Incentive Plan
Adopted
by the Board of Directors: January 29, 2009
Approved by the
Stockholders: June 15, 2009
Termination Date:
January 28, 2019
(a) Successor to and Continuation of Prior Plans. The
Plan is intended as the successor to and continuation of the
Cypress Bioscience, Inc. 2000 Equity Incentive Plan (the “
Prior Plan ”). Following the Effective Date, no
additional stock awards shall be granted under the Prior Plan. From
and after the Effective Date, all outstanding stock awards granted
under the Prior Plan shall remain subject to the terms of the Prior
Plan. All Awards granted on or after the Effective Date of this
Plan shall be subject to the terms of this Plan.
(b) Eligible Award Recipients. The persons eligible to
receive Awards are Employees, Directors and Consultants.
(c) Available Awards. The Plan provides for the grant
of the following Awards: (i) Incentive Stock Options,
(ii) Nonstatutory Stock Options, (iii) Stock Appreciation
Rights (iv) Restricted Stock Awards, (v) Restricted Stock
Unit Awards, (vi) Performance Stock Awards,
(vii) Performance Cash Awards, and (viii) Other Stock
Awards.
(d) Purpose. The Company, by means of the Plan, seeks
to secure and retain the services of the group of persons eligible
to receive Awards as set forth in Section 1(b), to provide
incentives for such persons to exert maximum efforts for the
success of the Company and any Affiliate and to provide a means by
which such eligible recipients may be given an opportunity to
benefit from increases in value of the Common Stock through the
granting of Awards.
(a) Administration by Board. The Board shall administer
the Plan unless and until the Board delegates administration of the
Plan to a Committee or Committees, as provided in
Section 2(c).
(b) Powers of Board. The Board shall have the power,
subject to, and within the limitations of, the express provisions
of the Plan:
(i) To determine from time to time (A) which of the
persons eligible under the Plan shall be granted Awards;
(B) when and how each Award shall be granted; (C) what
type or combination of types of Award shall be granted;
(D) the provisions of each Award granted (which need not be
identical), including the time or times when a person shall be
permitted to receive cash or Common Stock pursuant to a Stock
Award; (E) the number of shares of Common Stock with respect
to which a Stock Award shall be granted to each such person; and
(F) the Fair Market Value applicable to a Stock
Award.
1
(ii) To construe and interpret the Plan and Awards granted
under it, and to establish, amend and revoke rules and regulations
for its administration. The Board, in the exercise of this power,
may correct any defect, omission or inconsistency in the Plan or in
any Stock Award Agreement or in the written terms of a Performance
Cash Award, in a manner and to the extent it shall deem necessary
or expedient to make the Plan or Award fully effective.
(iii) To settle all controversies regarding the Plan and
Awards granted under it.
(iv) To accelerate the time at which an Award may first be
exercised or the time during which an Award or any part thereof
will vest in accordance with the Plan, notwithstanding the
provisions in the Award stating the time at which it may first be
exercised or the time during which it will vest.
(v) To suspend or terminate the Plan at any time. Suspension
or termination of the Plan shall not impair rights and obligations
under any Award granted while the Plan is in effect except with the
written consent of the affected Participant.
(vi) To amend the Plan in any respect the Board deems
necessary or advisable, including, without limitation, by adopting
amendments relating to Incentive Stock Options and certain
nonqualified deferred compensation under Section 409A of the
Code and/or to bring the Plan or Awards granted under the Plan into
compliance therewith, subject to the limitations, if any, of
applicable law. However, except as provided in Section 9(a)
relating to Capitalization Adjustments, to the extent required by
applicable law or listing requirements, stockholder approval shall
be required for any amendment of the Plan that either
(A) materially increases the number of shares of Common Stock
available for issuance under the Plan, (B) materially expands
the class of individuals eligible to receive Awards under the Plan,
(C) materially increases the benefits accruing to Participants
under the Plan or materially reduces the price at which shares of
Common Stock may be issued or purchased under the Plan,
(D) materially extends the term of the Plan, or
(E) expands the types of Awards available for issuance under
the Plan. Except as provided above, rights under any Award granted
before amendment of the Plan shall not be impaired by any amendment
of the Plan unless (1) the Company requests the consent of the
affected Participant, and (2) such Participant consents in
writing.
(vii) To submit any amendment to the Plan for stockholder
approval, including, but not limited to, amendments to the Plan
intended to satisfy the requirements of
(A) Section 162(m) of the Code regarding the exclusion of
performance-based compensation from the limit on corporate
deductibility of compensation paid to Covered Employees,
(B) Section 422 of the Code regarding “incentive
stock options” or (C) Rule 16b-3.
(viii) To approve forms of Award Agreements for use under
the Plan and to amend the terms of any one or more Awards,
including, but not limited to, amendments to provide terms more
favorable to the Participant than previously provided in the Award
Agreement, subject to any specified limits in the Plan that are not
subject to Board discretion; provided however , that except
with respect to amendments that disqualify or impair the status of
an Incentive Stock Option, a Participant’s rights under any
Award shall not be impaired by any such amendment unless
(A) the Company requests the consent of the affected
Participant, and (B) such Participant consents in writing.
Notwithstanding the foregoing, subject to the
2
limitations of
applicable law, if any, the Board may amend the terms of any one or
more Awards without the affected Participant’s consent if
necessary to maintain the qualified status of the Award as an
Incentive Stock Option or to bring the Award into compliance with
Section 409A of the Code.
(ix) Generally, to exercise such powers and to perform such
acts as the Board deems necessary or expedient to promote the best
interests of the Company and that are not in conflict with the
provisions of the Plan or Awards.
(x) To adopt such procedures and sub-plans as are necessary
or appropriate to permit participation in the Plan by Employees,
Directors or Consultants who are foreign nationals or employed
outside the United States.
(c) Delegation to Committee.
(i) General. The Board may delegate some or all of the
administration of the Plan to a Committee or Committees. If
administration of the Plan is delegated to a Committee, the
Committee shall have, in connection with the administration of the
Plan, the powers theretofore possessed by the Board that have been
delegated to the Committee, including the power to delegate to a
subcommittee of the Committee any of the administrative powers the
Committee is authorized to exercise (and references in this Plan to
the Board shall thereafter be to the Committee or subcommittee),
subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the
Board. The Board may retain the authority to concurrently
administer the Plan with the Committee and may, at any time, revest
in the Board some or all of the powers previously
delegated.
(ii) Section 162(m) and Rule 16b-3
Compliance. The Committee may consist solely of two or more
Outside Directors, in accordance with Section 162(m) of the Code,
or solely of two or more Non-Employee Directors, in accordance with
Rule 16b-3.
(d) Effect of Board’s Decision. All
determinations, interpretations and constructions made by the Board
in good faith shall not be subject to review by any person and
shall be final, binding and conclusive on all persons.
(e) Cancellation and Re-Grant of Stock Awards . Neither
the Board nor any Committee shall have the authority to:
(i) reduce the exercise price of any outstanding Options or
Stock Appreciation Rights under the Plan, or (ii) cancel any
outstanding Options or Stock Appreciation Rights that have an
exercise price or strike price greater than the current Fair Market
Value of the Common Stock in exchange for cash or other Stock
Awards under the Plan, unless the stockholders of the Company have
approved such an action within twelve (12) months prior to
such an event. Notwithstanding the foregoing, the Board or
Committee shall have the authority, without the approval of the
Company’s stockholders, to cancel outstanding Options or
Stock Appreciation Rights that have an exercise price or strike
price greater than the current Fair Market Value of the Common
Stock in exchange only for a nominal cash payment of consideration
as necessary to effect a cancellation of the Award, provided that
such cancellation is not treated as a repricing under United States
generally accepted accounting principles.
3
3.
Shares Subject to the
Plan.
(a) Share
Reserve. Subject to Section 9(a) relating to Capitalization
Adjustments, the aggregate number of shares of Common Stock that
may be issued pursuant to Stock Awards from and after the Effective
Date shall not exceed eight million (8,000,000) shares (the “
Share Reserve ”). For clarity, the Share
Reserve in this Section 3(a) is a limitation on the number of
shares of the Common Stock that may be issued pursuant to the Plan
and does not limit the granting of Stock Awards except as provided
in Section 7(a). Shares may be issued in connection with a
merger or acquisition as permitted by, as applicable, NASDAQ
Marketplace Rule 4350(i)(1)(A)(iii), NYSE Listed Company
Manual Section 303A.08, AMEX Company Guide Section 711 or
other applicable stock exchange rules, and such issuance shall not
reduce the number of shares available for issuance under the Plan.
Furthermore, if a Stock Award or any portion thereof
(i) expires or otherwise terminates without all of the shares
covered by such Stock Award having been issued or (ii) is
settled in cash ( i.e. , the Participant receives cash
rather than stock), such expiration, termination or settlement
shall not reduce (or otherwise offset) the number of shares of
Common Stock that may be available for issuance under the
Plan.
(b) Reversion of Shares to the Share Reserve. If any
shares of common stock issued pursuant to a Stock Award are
forfeited back to the Company because of the failure to meet a
contingency or condition required to vest such shares in the
Participant, then the shares that are forfeited shall revert to and
again become available for issuance under the Plan. Any shares
reacquired by the Company pursuant to Section 8(g) or as
consideration for the exercise of an Option shall again become
available for issuance under the Plan.
(c) Source of Shares. The stock issuable under the Plan
shall be shares of authorized but unissued or reacquired Common
Stock, including shares repurchased by the Company on the open
market or otherwise.
(a) Eligibility for Specific Stock Awards . Incentive
Stock Options may be granted only to employees of the Company or a
“parent corporation” or “subsidiary
corporation” thereof (as such terms are defined in Sections
424(e) and (f) of the Code). Stock Awards other than Incentive
Stock Options may be granted to Employees, Directors and
Consultants; provided, however , Nonstatutory Stock Options
and SARs may not be granted to Employees, Directors, and
Consultants who are providing Continuous Services only to any
“parent” of the Company, as such term is defined in
Rule 405 promulgated under the Securities Act, unless such Stock
Awards comply with the distribution requirements of
Section 409A of the Code.
(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 one hundred ten percent (110%) of the Fair
Market Value on the date of grant and the Option is not exercisable
after the expiration of five (5) years from the date of
grant.
(c) Section 162(m) Limitation on Annual Grants .
Subject to the provisions of Section 9(a) relating to
Capitalization Adjustments, at such time as the Company may be
subject to the applicable provisions of Section 162(m) of the Code,
no Participant shall be eligible to be
4
granted during
any calendar year Options, Stock Appreciation Rights and Other
Stock Awards whose value is determined by reference to an increase
over an exercise or strike price of at least one hundred percent
(100%) of the Fair Market Value on the date the Stock Award is
granted covering more than five million (5,000,000) shares of
Common Stock.
5.
Provisions relating to
Options and Stock Appreciation Rights.
Each Option or SAR
shall be in such form and shall contain such terms and conditions
as the Board shall deem appropriate. All Options shall be
separately designated Incentive Stock Options or Nonstatutory Stock
Options at the time of grant, and, if certificates are issued, a
separate certificate or certificates shall be issued for shares of
Common Stock purchased on exercise of each type of Option. If an
Option is not specifically designated as an Incentive Stock Option,
then the Option shall be a Nonstatutory Stock Option. The
provisions of separate Options or SARs need not be identical;
provided, however , that each Option Agreement or Stock
Appreciation Right Agreement shall conform to (through
incorporation of provisions hereof by reference in the applicable
Award Agreement or otherwise) the substance of each of the
following provisions:
(a) Term. Subject to the provisions of Section 4(b)
regarding Ten Percent Stockholders, no Option or SAR shall be
exercisable after the expiration of ten (10) years from the
date of its grant or such shorter period specified in the Award
Agreement.
(b) Exercise Price. Subject to the provisions of
Section 4(b) regarding Ten Percent Stockholders, the exercise price
(or strike price) of each Option or SAR shall be not less than one
hundred percent (100%) of the Fair Market Value of the Common Stock
subject to the Option or SAR on the date the Option or SAR is
granted. Notwithstanding the foregoing, an Option or SAR may be
granted with an exercise price (or strike price) lower than one
hundred percent (100%) of the Fair Market Value of the Common Stock
subject to the Option or SAR if such Option or SAR is granted
pursuant to an assumption of or substitution for another option or
stock appreciation right pursuant to a Corporate Transaction and in
a manner consistent with the provisions of Sections 409A and,
if applicable, 424(a) of the Code. Each SAR will be denominated in
shares of Common Stock equivalents.
(c) Purchase Price for Options. The purchase price of
Common Stock acquired pursuant to the exercise of an Option shall
be paid, to the extent permitted by applicable law and as
determined by the Board in its sole discretion, by any combination
of the methods of payment set forth below. The Board shall have the
authority to grant Options that do not permit all of the following
methods of payment (or otherwise restrict the ability to use
certain methods) and to grant Options that require the consent of
the Company to utilize a particular method of payment. The
permitted methods of payment are as follows:
(i) by cash, check, bank draft or money order payable to the
Company;
(ii) pursuant to a program developed under Regulation T
as promulgated by the Federal Reserve Board that, prior to the
issuance of the stock subject to the Option, results in either the
receipt of cash (or check) by the Company or the receipt of
irrevocable instructions to pay the aggregate exercise price to the
Company from the sales proceeds;
5
(iii) by delivery to the Company (either by actual delivery
or attestation) of shares of Common Stock;
(iv) if the option is a Nonstatutory Stock Option, by a
“net exercise” arrangement pursuant to which the
Company will reduce the number of shares of Common Stock issuable
upon exercise by the largest whole number of shares with a Fair
Market Value that does not exceed the aggregate exercise price;
provided, however , that the Company shall accept a cash or
other payment from the Participant to the extent of any remaining
balance of the aggregate exercise price not satisfied by such
reduction in the number of whole shares to be issued; provided,
further, that shares of Common Stock will no longer be subject
to an Option and will not be exercisable thereafter to the extent
that (A) shares issuable upon exercise are reduced to pay the
exercise price pursuant to the “net exercise,”
(B) shares are delivered to the Participant as a result of
such exercise, and (C) shares are withheld to satisfy tax
withholding obligations; or
(v) in any other form of legal consideration that may be
acceptable to the Board.
(d) Exercise and Payment of a SAR. To exercise any
outstanding Stock Appreciation Right, the Participant must provide
written notice of exercise to the Company in compliance with the
provisions of the Stock Appreciation Right Agreement evidencing
such Stock Appreciation Right. The appreciation distribution
payable on the exercise of a Stock Appreciation Right will be not
greater than an amount equal to the excess of (A) the
aggregate Fair Market Value (on the date of the exercise of the
Stock Appreciation Right) of a number of shares of Common Stock
equal to the number of Common Stock equivalents in which the
Participant is vested under such Stock Appreciation Right, and with
respect to which the Participant is exercising the Stock
Appreciation Right on such date, over (B) the strike price
that will be determined by the Board at the time of grant of the
Stock Appreciation Right. The appreciation distribution in respect
to a Stock Appreciation Right may be paid in Common Stock, in cash,
in any combination of the two or in any other form of
consideration, as determined by the Board and contained in the
Stock Appreciation Right Agreement evidencing such Stock
Appreciation Right.
(e) Transferability of Options and SARs. The Board may,
in its sole discretion, impose such limitations on the
transferability of Options and SARs as the Board shall determine.
In the absence of such a determination by the Board to the contrary
and/or as set forth in the applicable Award Agreement, the
following restrictions on the transferability of Options and SARs
shall apply:
(i) Restrictions on Transfer. An Option or SAR shall
not be transferable except by will or by the laws of descent and
distribution and shall be exercisable during the lifetime of the
Participant only by the Participant; provided, however ,
that the Board may, in its sole discretion, permit transfer of the
Option or SAR in a manner that is not prohibited by applicable tax
and securities laws upon the Participant’s request. Except as
explicitly provided herein, neither an Option nor a SAR may be
transferred for consideration.
(ii) Domestic Relations Orders. Notwithstanding the
foregoing, an Option or SAR may be transferred pursuant to a
domestic relations order; provided, however , that if
an
6
Option is an
Incentive Stock Option, such Option may be deemed to be a
Nonstatutory Stock Option as a result of such transfer.
(iii) Beneficiary Designation. Notwithstanding the
foregoing, the Participant may, by delivering written notice to the
Company, in a form provided by or otherwise satisfactory to the
Company and any broker designated by the Company to effect Option
exercises, designate a third party who, in the event of the death
of the Participant, shall thereafter be entitled to exercise the
Option or SAR and receive the Common Stock or other consideration
resulting from such exercise. In the absence of such a designation,
the executor or administrator of the Participant’s estate
shall be entitled to exercise the Option or SAR and receive the
Common Stock or other consideration resulting from such
exercise.
(f) Vesting Generally. The total number of shares of
Common Stock subject to an Option or SAR may vest and therefore
become exercisable in periodic installments that may or may not be
equal. The Option or SAR may be subject to such other terms and
conditions on the time or times when it may or may not be exercised
(which may be based on the satisfaction of Performance Goals or
other criteria) as the Board may deem appropriate. The vesting
provisions of individual Options or SARs may vary. The provisions
of this Section 5(f) are subject to any Option or SAR provisions
governing the minimum number of shares of Common Stock as to which
an Option or SAR may be exercised.
(g) Termination of Continuous Service. Except as
otherwise provided in the applicable Award Agreement or other
agreement between the Participant and the Company, if a
Participant’s Continuous Service terminates (other than for
Cause or upon the Participant’s death or Disability), the
Participant may exercise his or her Option or SAR (to the extent
that the Participant was entitled to exercise such Award as of the
date of termination of Continuous Service) but only within such
period of time ending on the earlier of (i) the date three
(3) months following the termination of the
Participant’s Continuous Service (or such longer or shorter
period specified in the applicable Award Agreement), or
(ii) the expiration of the term of the Option or SAR as set
forth in the Award Agreement. If, after termination of Continuous
Service, the Participant does not exercise his or her Option or SAR
within the time specified herein or in the Award Agreement (as
applicable), the Option or SAR shall terminate.
(h) Extension of Termination Date. If the exercise of
an Option or SAR following the termination of the
Participant’s Continuous Service (other than for Cause or
upon the Participant’s death or Disability) would be
prohibited at any time solely because the issuance of shares of
Common Stock would violate the registration requirements under the
Securities Act, then the Option or SAR shall terminate on the
earlier of (i) the expiration of a period of three
(3) months after the termination of the Participant’s
Continuous Service during which the exercise of the Option or SAR
would not be in violation of such registration requirements, or
(ii) the expiration of the term of the Option or SAR as set
forth in the applicable Award Agreement. In addition, unless
otherwise provided in a Participant’s Award Agreement, if the
sale of any Common Stock received upon exercise of an Option or SAR
following the termination of the Participant’s Continuous
Service (other than for Cause) would violate the Company’s
insider trading policy, then the Option or SAR shall terminate on
the earlier of (i) the expiration of a period equal to the
applicable post-termination exercise period after the termination
of the Participant’s Continuous Service during which the
exercise of the Option or SAR would not be
7
in violation of
the Company’s insider trading policy, or (ii) the
expiration of the term of the Option or SAR as set forth in the
applicable Award Agreement.
(i) Disability of Participant. Except as otherwise
provided in the applicable Award Agreement or other agreement
between the Participant and the Company, if a Participant’s
Continuous Service terminates as a result of the
Participant’s Disability, the Participant may exercise his or
her Option or SAR (to the extent that the Participant was entitled
to exercise such Option or SAR as of the date of termination of
Continuous Service), but only within such period of time ending on
the earlier of (i) the date twelve (12) months following
such termination of Continuous Service (or such longer or shorter
period specified in the Award Agreement), or (ii) the
expiration of the term of the Option or SAR as set forth in the
Award Agreement. If, after termination of Continuous Service, the
Participant does not exercise his or her Option or SAR within the
time specified herein or in the Award Agreement (as applicable),
the Option or SAR (as applicable) shall terminate.
(j) Death
of Participant. Except as otherwise provided in the applicable
Award Agreement or other agreement between the Participant and the
Company, if (i) a Participant’s Continuous Service
terminates as a result of the Participant’s death, or
(ii) the Participant dies within the period (if any) specified
in the Award Agreement after the termination of the
Participant’s Continuous Service for a reason other than
death, then the Option or SAR may be exercised (to the extent the
Participant was entitled to exercise such Option or SAR as of the
date of death) by the Participant’s estate, by a person who
acquired the right to exercise the Option or SAR by bequest or
inheritance or by a person designated to exercise the Option or SAR
upon the Participant’s death, but only within the period
ending on the earlier of (i) the date eighteen
(18) months following the date of death (or such longer or
shorter period specified in the Award Agreement), or (ii) the
expiration of the term of such Option or SAR as set forth in the
Award Agreement. If, after the Participant’s death, the
Option or SAR is not exercised within the time specified herein or
in the Award Agreement (as applicable), the Option or SAR shall
terminate.
(k) Termination for Cause. Except as explicitly
provided otherwise in a Participant’s Award Agreement, if a
Participant’s Continuous Service is terminated for Cause, the
Option or SAR shall terminate upon the date on which the event
giving rise to the termination occurred, and the Participant shall
be prohibited from exercising his or her Option or SAR from and
after the time of such termination of Continuous
Service.
(l) Non-Exempt Employees . No Option or SAR granted to
an Employee who is a non-exempt employee for purposes of the Fair
Labor Standards Act of 1938, as amended, shall be first exercisable
for any shares of Common Stock until at least six months following
the date of grant of the Option or SAR. Notwithstanding the
foregoing, consistent with the provisions of the Worker Economic
Opportunity Act, (i) in the event of the Participant’s
death or Disability, (ii) upon a Corporate Transaction in
which such Option or SAR is not assumed, continued, or substituted,
(iii) upon a Change in Control, or (iv) upon the
Participant’s retirement (as such term may be defined in the
Participant’s Award Agreement or in another applicable
agreement or in accordance with the Company’s then current
employment policies and guidelines), any such vested Options and
SARs may be exercised earlier than six months following the date of
grant. The foregoing provision is intended to operate so that any
income derived by a non-exempt
8
employee in
connection with the exercise or vesting of an Option or SAR will be
exempt from his or her regular rate of pay.
6.
Provisions of Stock Awards
other than Options and SARs.
(a) Restricted Stock Awards. Each Restricted Stock
Award Agreement shall be in such form and shall contain such terms
and conditions as the Board shall deem appropriate. To the extent
consistent with the Company’s Bylaws, at the Board’s
election, shares of Common Stock may be (x) held in book entry form
subject to the Company’s instructions until any restrictions
relating to the Restricted Stock Award lapse; or (y) evidenced
by a certificate, which certificate shall be held in such form and
manner as determined by the Board. The terms and conditions of
Restricted Stock Award Agreements may change from time to time, and
the terms and conditions of separate Restricted Stock Award
Agreements need not be identical; provided, however , that
each Restricted Stock Award Agreement shall conform to (through
incorporation of the provisions hereof by reference in the
agreement or otherwise) the substance of each of the following
provisions:
(i) Consideration. A Restricted Stock Award may be
awarded in consideration for (A) cash, check, bank draft or
money order payable to the Company, (B) past services to the
Company or an Affiliate, or (C) any other form of legal
consideration (including future services) that may be acceptable to
the Board, in its sole discretion, and permissible under applicable
law.
(ii) Vesting. Shares of Common Stock awarded under the
Restricted Stock Award Agreement may be subject to forfeiture to
the Company in accordance with a vesting schedule to be determined
by the Board.
(iii) Termination of Participant’s Continuous
Service. If a Participant’s Continuous Service
terminates, the Company may receive through a forfeiture condition
or a repurchase right any or all of the shares of Common Stock held
by the Participant that have not vested as of the date of
termination of Continuous Service under the terms of the Restricted
Stock Award Agreement.
(iv) Transferability. Rights to acquire shares of
Common Stock under the Restricted Stock Award Agreement shall be
transferable by the Participant only upon such terms and conditions
as are set forth in the Restricted Stock Award Agreement, as the
Board shall determine in its sole discretion, so long as Common
Stock awarded under the Restricted Stock Award Agreement remains
subject to the terms of the Restricted Stock Award
Agreement.
(v) Dividends. A Restricted Stock Award Agreement may
provide that any dividends paid on Restricted Stock will be subject
to the same vesting and forfeiture restrictions as apply to the
shares subject to the Restricted Stock Award to which they
relate.
(b) Restricted Stock Unit Awards. Each Restricted Stock
Unit Award Agreement shall be in such form and shall contain such
terms and conditions as the Board shall deem appropriate. The terms
and conditions of Restricted Stock Unit Award Agreements may change
from time to time, and the terms and conditions of separate
Restricted Stock Unit Award Agreements need not be identical;
provided, however , that each Restricted Stock Unit
Award
9
Agreement shall
conform to (through incorporation of the provisions hereof by
reference in the Agreement or otherwise) the substance of each of
the following provisions:
(i) Consideration. At the time of grant of a Restricted
Stock Unit Award, the Board will determine the consideration, if
any, to be paid by the Participant upon delivery of each share of
Common Stock subject to the Restricted Stock Unit Award. The
consideration to be paid (if any) by the Participant for each share
of Common Stock subject to a Restricted Stock Unit Award may be
paid in any form of legal consideration that may be acceptable to
the Board, in its sole discretion, and permissible under applicable
law.
(ii) Vesting. At the time of the grant of a Restricted
Stock Unit Award, the Board may impose such restrictions on or
conditions to the vesting of the Restricted Stock Unit Award as it,
in its sole discretion, deems appropriate.
(iii) Payment . A Restricted Stock Unit Award may be
settled by the delivery of shares of Common Stock, their cash
equivalent, any combination thereof or in any other form of
consideration, as determined by the Board and contained in the
Restricted Stock Unit Award Agreement.
|
