Exhibit 99.1
P URE D IGITAL T ECHNOLOGIES , I NC .
2002 S TOCK P LAN
A DOPTED ON A PRIL 12, 2002
( AS AMENDED ON M AY 6, 2004, M ARCH 3, 2005,
M AY 17, 2006, O CTOBER 25, 2006 AND N OVEMBER 25, 2008)
TABLE OF CONTENTS
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Page No.
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SECTION 1. ESTABLISHMENT AND PURPOSE
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1
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SECTION 2. ADMINISTRATION
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1
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(a) Committees of the Board of
Directors
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1
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(b) Authority of the Board of
Directors
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1
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SECTION 3. ELIGIBILITY
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1
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(a) General Rule
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1
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(b) Ten-Percent Stockholders
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1
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SECTION 4. STOCK SUBJECT TO PLAN
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2
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(a) Basic Limitation
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2
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(b) Additional Shares
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2
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SECTION 5. TERMS AND CONDITIONS OF AWARDS OR
SALES
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2
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(a) Stock Purchase Agreement
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2
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(b) Duration of Offers and Nontransferability of
Rights
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2
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(c) Purchase Price
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2
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(d) Withholding Taxes
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3
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(e) Restrictions on Transfer of Shares and
Minimum Vesting
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3
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SECTION 6. TERMS AND CONDITIONS OF
OPTIONS
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3
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(a) Stock Option Agreement
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3
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(b) Number of Shares
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3
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(c) Exercise Price
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3
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(d) Exercisability
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4
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(e) Accelerated Exercisability
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4
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(f) Basic Term
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4
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(g) Termination of Service (Except by
Death)
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4
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(h) Leaves of Absence
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5
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(i) Death of Optionee
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5
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(j) Restrictions on Transfer of Shares and
Minimum Vesting
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5
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(k) Transferability of Options
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6
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(l) Withholding Taxes
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6
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(m) No Rights as a Stockholder
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6
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(n) Modification, Extension and Assumption of
Options
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6
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i
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SECTION 7. PAYMENT FOR SHARES
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6
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(a) General Rule
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6
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(b) Surrender of Stock
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6
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(c) Services Rendered
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6
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(d) Promissory Note
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7
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(e) Exercise/Sale
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7
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(f) Exercise/Pledge
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7
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SECTION 8. ADJUSTMENT OF SHARES
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7
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(a) General
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7
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(b) Mergers and Consolidations
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7
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(c) Reservation of Rights
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8
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SECTION 9. SECURITIES LAW
REQUIREMENTS
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8
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(a) General
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8
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(b) Financial Reports
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8
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SECTION 10. NO RETENTION RIGHTS
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8
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SECTION 11. DURATION AND AMENDMENTS
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9
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(a) Term of the Plan
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9
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(b) Right to Amend or Terminate the
Plan
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9
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(c) Effect of Amendment or
Termination
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9
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SECTION 12. DEFINITIONS
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9
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ii
P URE D IGITAL T ECHNOLOGIES , I NC .
2002 S TOCK
P LAN
SECTION 1. ESTABLISHMENT AND
PURPOSE.
The purpose of the Plan is to offer
selected persons an opportunity to acquire a proprietary interest
in the success of the Company, or to increase such interest, by
purchasing Shares of the Company’s Stock. The Plan provides
both for the direct award or sale of Shares and for the grant of
Options to purchase Shares. Options granted under the Plan may
include Nonstatutory Options as well as ISOs intended to qualify
under Section 422 of the Code.
Capitalized terms are defined in
Section 12.
SECTION 2.
ADMINISTRATION.
(a) Committees of the Board of
Directors . The Plan may be administered by one or more
Committees. Each Committee shall consist of one or more members of
the Board of Directors who have been appointed by the Board of
Directors. Each Committee shall have such authority and be
responsible for such functions as the Board of Directors has
assigned to it. If no Committee has been appointed, the entire
Board of Directors shall administer the Plan. Any reference to the
Board of Directors in the Plan shall be construed as a reference to
the Committee (if any) to whom the Board of Directors has assigned
a particular function.
(b) Authority of the Board of
Directors . Subject to the provisions of the Plan, the Board of
Directors shall have full authority and discretion to take any
actions it deems necessary or advisable for the administration of
the Plan. All decisions, interpretations and other actions of the
Board of Directors shall be final and binding on all Purchasers,
all Optionees and all persons deriving their rights from a
Purchaser or Optionee.
SECTION 3.
ELIGIBILITY.
(a) General Rule . Only
Employees, Outside Directors and Consultants shall be eligible for
the grant of Nonstatutory Options or the direct award or sale of
Shares. Only Employees shall be eligible for the grant of
ISOs.
(b) Ten-Percent Stockholders
. A person who owns more than 10% of the total combined voting
power of all classes of outstanding stock of the Company, its
Parent or any of its Subsidiaries shall not be eligible for
designation as an Optionee or Purchaser unless (i) the
Exercise Price is at least 110% of the Fair Market Value of a Share
on the date of grant, (ii) the Purchase Price (if any) is at
least 100% of the Fair Market Value of a Share and (iii) in
the case of an ISO, such ISO by its terms is not exercisable after
the expiration of five years from the date of grant. For purposes
of this Subsection (b), in determining stock ownership, the
attribution rules of Section 424(d) of the Code shall be
applied.
SECTION 4. STOCK SUBJECT TO PLAN.
(a) Basic
Limitation . Not more than 15,168,031 1 Shares may be issued under the
Plan (subject to Subsection (b) below and Section 8) plus
1,681,623 shares of Series A-1 Preferred Stock.
2
The number of Shares
that are subject to Options or other rights outstanding at any time
under the Plan shall not exceed the number of Shares that then
remain available for issuance under the Plan. The Company, during
the term of the Plan, shall at all times reserve and keep available
sufficient Shares to satisfy the requirements of the Plan. Shares
offered under the Plan may be authorized but unissued Shares or
treasury Shares.
(b) Additional Shares . In
the event that Shares previously issued under the Plan are
reacquired by the Company pursuant to a forfeiture provision, right
of repurchase or right of first refusal, such Shares shall be added
to the number of Shares then available for issuance under the Plan.
However, the aggregate number of Shares issued upon the exercise of
ISOs (including Shares reacquired by the Company) shall in no event
exceed 200% of the number specified in Subsection (a) above.
In the event that an outstanding Option or other right for any
reason expires or is canceled, the Shares allocable to the
unexercised portion of such Option or other right shall not reduce
the number of Shares available for issuance under the
Plan.
SECTION 5. TERMS AND CONDITIONS
OF AWARDS OR SALES.
(a) Stock Purchase Agreement
. Each award or sale of Shares under the Plan (other than upon
exercise of an Option) shall be evidenced by a Stock Purchase
Agreement between the Purchaser and the Company. Such award or sale
shall be subject to all applicable terms and conditions of the Plan
and may be subject to any other terms and conditions which are not
inconsistent with the Plan and which the Board of Directors deems
appropriate for inclusion in a Stock Purchase Agreement. The
provisions of the various Stock Purchase Agreements entered into
under the Plan need not be identical.
(b) Duration of Offers and
Nontransferability of Rights . Any right to acquire Shares
under the Plan (other than an Option) shall automatically expire if
not exercised by the Purchaser within 30 days after the grant of
such right was communicated to the Purchaser by the Company. Such
right shall not be transferable and shall be exercisable only by
the Purchaser to whom such right was granted.
(c) Purchase Price . The
Purchase Price of Shares to be offered under the Plan shall not be
less than 85% of the Fair Market Value of such Shares, and a higher
percentage may be required by Section 3(b). Subject to the
preceding sentence, the Board of Directors shall determine the
Purchase Price at its sole discretion. The Purchase Price shall be
payable in a form described in Section 7.
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Reflects the 2,437,684-share
increase approved by the Board of Directors on May 6, 2004,
the 1,357,995-share increase approved by the Board of Directors on
March 3, 2005, the 2,500,000-share increase approved by the
Board of Directors on May 17, 2006, the 3,000,000-share
increase approved by the Board of Directors on October 25,
2006 and the 3,704,197-share increase approved by the Board of
Directors on November 25, 2008.
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2
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Reflects the
Reclassification.
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2
(d) Withholding Taxes . As a
condition to the purchase of Shares, the Purchaser shall make such
arrangements as the Board of Directors may require for the
satisfaction of any federal, state, local or foreign withholding
tax obligations that may arise in connection with such
purchase.
(e) Restrictions on Transfer of
Shares and Minimum Vesting . Any Shares awarded or sold under
the Plan shall be subject to such special forfeiture conditions,
rights of repurchase, rights of first refusal and other transfer
restrictions as the Board of Directors may determine. Such
restrictions shall be set forth in the applicable Stock Purchase
Agreement and shall apply in addition to any restrictions that may
apply to holders of Shares generally. In the case of a Purchaser
who is not an officer of the Company, an Outside Director or a
Consultant:
(i) Any right to repurchase the
Purchaser’s Shares at the original Purchase Price (if any)
upon termination of the Purchaser’s Service shall lapse at
least as rapidly as 20% per year over the five-year period
commencing on the date of the award or sale of the
Shares;
(ii) Any such right may be exercised
only for cash or for cancellation of indebtedness incurred in
purchasing the Shares; and
(iii) Any such right may be
exercised only within 90 days after the termination of the
Purchaser’s Service.
SECTION 6. TERMS AND CONDITIONS
OF OPTIONS.
(a) Stock Option Agreement .
Each grant of an Option under the Plan shall be evidenced by a
Stock Option Agreement between the Optionee and the Company. The
Option shall be subject to all applicable terms and conditions of
the Plan and may be subject to any other terms and conditions which
are not inconsistent with the Plan and which the Board of Directors
deems appropriate for inclusion in a Stock Option Agreement. The
provisions of the various Stock Option Agreements entered into
under the Plan need not be identical.
(b) Number of Shares . Each
Stock Option Agreement shall specify the number of Shares that are
subject to the Option and shall provide for the adjustment of such
number in accordance with Section 8. The Stock Option
Agreement shall also specify whether the Option is an ISO or a
Nonstatutory Option.
(c) Exercise Price . Each
Stock Option Agreement shall specify the Exercise Price. The
Exercise Price of an ISO shall not be less than 100% of the Fair
Market Value of a Share on the date of grant, and a higher
percentage may be required by Section 3(b). The Exercise Price
of a Nonstatutory Option shall not be less than 85% of the Fair
Market Value of a Share on the date of grant, and a higher
percentage may be required by Section 3(b). Subject to the
preceding two sentences, the Exercise Price under any Option shall
be determined by the Board of Directors at its sole discretion. The
Exercise Price shall be payable in a form described in
Section 7.
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(d) Exercisability . Each
Stock Option Agreement shall specify the date when all or any
installment of the Option is to become exercisable. No Option shall
be exercisable unless the Optionee has delivered an executed copy
of the Stock Option Agreement to the Company. In the case of an
Optionee who is not an officer of the Company, an Outside Director
or a Consultant, an Option shall become exercisable at least as
rapidly as 20% per year over the five-year period commencing
on the date of grant. Subject to the preceding sentence, the Board
of Directors shall determine the exercisability provisions of the
Stock Option Agreement at its sole discretion.
(e) Accelerated
Exercisability . Unless the applicable Stock Option Agreement
provides otherwise, all of an Optionee’s Options shall become
exercisable in full if (i) the Company is subject to a Change
in Control before the Optionee’s Service terminates,
(ii) such Options do not remain outstanding, (iii) such
Options are not assumed by the surviving corporation or its parent
and (iv) the surviving corporation or its parent does not
substitute options with substantially the same terms for such
Options.
(f