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Exhibit
10.5
AMENDED AND
RESTATED
INTELLON
CORPORATION
DIRECTOR STOCK
OPTION
AND RESTRICTED STOCK
PLAN
ARTICLE I
Definitions
As used herein, the following
terms have the meanings hereinafter set forth unless the context
clearly indicates to the contrary:
(a) “Award” means an award
granted to any Director in accordance with the provisions of this
Plan in the form of Options and/or Restricted Stock.
(b) “Award Agreement” means
the written agreement evidencing each Award granted to a Director
under this Plan.
(c) “Board” or “Board
of Directors” shall mean the board of directors of the
Company.
(d) “Change of Control”
shall be deemed to have occurred if an entity or person (including
a “group”) as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934 (the “1934 Act”) which
is not a beneficial owner (as defined in Rule 13d-3
promulgated pursuant to the 1934 Act) of more than 10% of the
outstanding common stock of the Corporation as of January 1,
1995, becomes the beneficial owner after such date of shares of the
Corporation having 50% or more of the total number of votes that
may be cast for the election of Directors of the
Corporation.
(e) “Committee” shall mean
the committee administering the Plan, pursuant to Article III
hereof.
(f) “Company” shall mean
Intellon Corporation, a Delaware corporation, and its successors
and assigns.
(g) “Director” shall mean
any individual, not employed by the Company, who is serving as a
Director of the Company.
(h) “Grantee” shall mean a
Director who has received an Option or Restricted Stock granted by
the Company hereunder.
(i) “Option” shall mean an
option to purchase Stock granted by the Company pursuant to the
provisions of this Plan.
(j) “Option Price” shall
mean the purchase price of each share of Stock subject to Option,
as defined in Section 5.2 hereof.
| (k) |
“Plan” shall mean this Amended and Restated
Intellon Corporation Director Stock Option and Restricted Stock
Plan. |
| (1) |
“Restricted Stock” shall mean shares of Stock
granted by the Company pursuant to the provisions of this
Plan. |
| (m) |
“Service” shall mean the tenure of an individual as
a Director of the Company. |
(n) “Stock” shall mean the
common stock of the Company, par value $.0001 per share, or, in the
event that the outstanding shares of Stock are hereafter changed
into or exchanged for shares of a different class of stock or
securities of the Company or some other corporation, such other
stock or securities.
(o) “Total Disability” means
the complete and permanent inability of a Director to perform all
of his duties as a Director of the Company, as determined by the
Committee upon the basis of such evidence, including independent
medical reports and data, as the Committee deems appropriate or
necessary.
ARTICLE II
The Plan
2.1 Name . This plan
shall be known as the “Intellon Corporation Director Stock
Option and Restricted Stock Plan.”
2.2 Purpose . The
purpose of the Plan is to maintain the Company’s ability to
attract and retain the services of experienced and highly qualified
non-employee directors and to enhance shareholder value by more
closely aligning the interests of non-employee directors with those
of the shareholders.
2.3 Effective Date .
The Intellon Corporation Director Stock Option Plan became
effective on September 19, 1997.
2.4 Participants .
Only Directors of the Company shall be eligible to receive Options
and Restricted Stock under the Plan.
ARTICLE III
Plan
Administration
3.1 Committee . This
Plan shall be administered by a committee of the Board of Directors
of the Company (the “Committee”). The Committee shall
consist of members of the Board designated by the Board from time
to time. The Committee shall serve at the pleasure of the
Board.
3.2 Power of the
Committee .
(a) Authority . The
Committee shall have full authority and discretion, except with
respect to Options covering the Directors and the shares of Stock
specified on Exhibit A attached hereto, (i) to determine,
consistent with the provisions of this Plan, which of the Directors
will be granted Awards, the form of Awards to be granted, the
amount or number of shares of Stock subject to each Award, and the
terms and conditions of each Award (which need not be identical);
(ii) to construe and interpret the Plan; and (iii) to
make all other determinations and take all other actions deemed
necessary or advisable for the proper administration of the Plan.
The Committee’s decisions and determinations under this Plan
need not be uniform and may be made selectively among Directors
whether or not such individuals are similarly situated. All such
actions and determinations shall be conclusively binding upon all
persons for all purposes.
(b) Proceedings . The
Committee shall keep minutes of its actions under the Plan. The act
of a majority of the members present at a meeting duly called and
held shall be the act of the Committee. Any decision or
determination reduced to writing and signed by all members of the
Committee shall be fully effective as if made by unanimous vote at
a meeting duly called and held.
(c) Counsel and
Consultants; Expenses . The Committee shall employ such legal
counsel, including, without limitation, independent legal counsel
and counsel regularly employed by the Company, consultants and
agents as the Committee may deem appropriate for the administration
of this Plan and may rely upon any opinion and computations
received from any such counsel or consultant. All expenses incurred
by the Committee in interpreting and administrating the Plan,
including without limitation, meeting fees and expenses and
professional fees shall be paid by the Company.
(d) Indemnification .
No member or former member of the Committee or the Board shall be
liable for any action or determination made in good faith with
respect to this Plan or any Award granted under it. Each member or
former member of the Committee or Board shall be indemnified and
held harmless by the Company against all costs or expense
(including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of the Board) arising out
of any act or omission to act in connection with this Plan unless
arising out of such member’s own fraud or bad faith. Such
indemnification shall be in addition to any rights of
indemnification the members or former members may have as directors
or under the Bylaws of the Company.
ARTICLE IV
Shares of Stock Subject to
Plan
4.1 Limitations .
Subject to adjustment pursuant to the provisions of
Section 4.3 hereof, the aggregate number of shares of Stock
which may be issued pursuant to the exercise of Options and the
grants of Restricted Stock which are the subject of Awards shall
not exceed the aggregate of 326,350 shares. Of the 326,350 shares
of Stock which may be issued and sold hereunder pursuant to the
exercise of Options and the grants of Restricted Stock, 1,150
shares shall be covered by the Options specified on Exhibit A
attached hereto, which Options have been granted to the Directors
(and, as to each such individual, shall cover the number of shares
of Stock) specified on Exhibit A attached hereto. Shares
issued pursuant to the exercise of Options and the grants of
Restricted Stock may be either authorized and unissued shares or
shares issued and thereafter acquired by the Company.
4.2 Awards Granted Under
Plan . Shares of Stock with respect to which an Option granted
hereunder shall have been exercised, or covered by a grant of
Restricted Stock that vests, shall not again be available for
Awards hereunder. If Options granted hereunder shall terminate for
any reason without being wholly exercised, or if all or a portion
of a Restricted Stock grant fails to vest, then the Committee shall
have the discretion to grant new Awards to Grantees hereunder
covering the number of shares to which such terminated Awards
related.
4.3 Antidilution .
Notwithstanding any other provision in this Plan, if the
outstanding shares of Stock are increased or decreased or changed
into or exchanged for a different number or kind of shares or other
securities of the Company or of any other corporation by reason of
any merger, consolidation, share exchange, liquidation,
recapitalization, reclassification, stock split up, combination of
shares, stock dividend, or other similar transaction or event, then
the total number of shares of Stock authorized for issuance under
the Plan, and the number of shares subject to Option and the Option
Price for them, shall be proportionally adjusted by the
Board.
ARTICLE V
Awards, Options and
Restricted Stock
5.1 Award Grant and
Agreement . Each Award granted hereunder shall be evidenced by
minutes of a meeting of the Committee authorizing the same and by a
written Award Agreement dated as of the date of grant and executed
by the Company and the Grantee, which Award Agreement shall set
forth such terms and conditions as may be determined by the
Committee to be consistent with this Plan (including vesting
terms); provided, however, that the Options to be granted to the
individuals (and, as to each such individual, to cover the number
of shares of Stock) specified on Exhibit A attached hereto
shall not be required to be evidenced by minutes of a meeting of
the Committee authorizing the same.
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