Exhibit 10.1
ULTRATECH, INC.
1993 STOCK
OPTION/STOCK ISSUANCE PLAN
(Amended and Restated as of January 30, 2007)
ARTICLE ONE
GENERAL
I. PURPOSE OF THE
PLAN
This
1993 Stock Option/Stock Issuance Plan (“Plan”) is
intended to promote the interests of Ultratech, Inc., a Delaware
corporation (the “Corporation”), by providing
(i) key employees (including officers) of the Corporation (or
its parent or subsidiary corporations) who are responsible for the
management, growth and financial success of the Corporation (or its
parent or subsidiary corporations), (ii) the non-employee
members of the Corporation’s Board of Directors and
(iii) independent consultants and other advisors who provide
valuable services to the Corporation (or its parent or subsidiary
corporations) with the opportunity to acquire a proprietary
interest, or otherwise increase their proprietary interest, in the
Corporation as an incentive for them to remain in the service of
the Corporation (or its parent or subsidiary corporations).
A. The
Plan became effective on September 29, 1993, the date on which
the shares of the Corporation’s Common Stock were registered
under Section 12(g) of the Securities Exchange Act of 1934, as
amended (the “1934 Act”). Such date is hereby
designated as the Effective Date for the Plan.
B. This
Plan shall serve as the successor to the Corporation’s
existing 1993 Stock Option and 1993 Stock Issuance Plans (the
“Predecessor Plans”), and no further option grants or
share issuances shall be made under the Predecessor Plans from and
after the Effective Date of this Plan. All outstanding stock
options and unvested share issuances under the Predecessor Plans on
the Effective Date are hereby incorporated into this Plan and shall
accordingly be treated as outstanding stock options and unvested
share issuances under this Plan. However, each outstanding option
grant and unvested share issuance so incorporated shall continue to
be governed solely by the express terms and conditions of the
instrument evidencing such grant or issuance, and no provision of
this Plan shall be deemed to affect or otherwise modify the rights
or obligations of the holders of such incorporated options with
respect to their acquisition of shares of Common Stock thereunder.
All unvested shares of Common Stock outstanding under the
Predecessor Plans on the Effective Date shall continue to be
governed solely by the express terms and conditions of the
instruments evidencing such issuances, and no provision of this
Plan shall be deemed to affect or modify the rights or obligations
of the holders of such unvested shares.
II. DEFINITIONS
A. For
purposes of the Plan, the following definitions shall be in
effect:
Board : the Corporation’s Board of Directors.
Code : the Internal Revenue Code of 1986, as amended.
Committee : the committee of two (2) or more
non-employee Board members appointed by the Board to administer the
Plan.
Common Stock : shares of the Corporation’s common
stock.
Change in Control : a change in ownership or control of the
Corporation effected through either of the following
transactions:
a. any
person or related group of persons (other than the Corporation or a
person that directly or indirectly controls, is controlled by, or
is under common control with, the Corporation) directly or
indirectly acquires beneficial ownership (within the meaning of
Rule 13d-3 of the 1934 Act) of securities possessing more than
fifty percent (50%) of the total combined voting power of the
Corporation’s outstanding securities pursuant to a tender or
exchange offer made directly to the Corporation’s
stockholders; or
b. there
is a change in the composition of the Board over a period of
thirty-six (36) consecutive months or less such that a majority of
the Board members ceases, by reason of one or more proxy contests
for the election of Board members, to be comprised of individuals
who either (A) have been Board members continuously since the
beginning of such period or (B) have been elected or nominated
for election as Board members during such period by at least a
majority of the Board members described in clause (A) who were
still in office at the time such election or nomination was
approved by the Board.
Corporate Transaction : any of the following
stockholder-approved transactions to which the Corporation is a
party:
a. a
merger or consolidation in which the Corporation is not the
surviving entity, except for a transaction the principal purpose of
which is to change the State in which the Corporation is
incorporated,
b. the
sale, transfer or other disposition of all or substantially all of
the assets of the Corporation in complete liquidation or
dissolution of the Corporation, or
c. any
reverse merger in which the Corporation is the surviving entity but
in which securities possessing more than fifty percent (50%) of the
total combined voting power of the Corporation’s outstanding
securities are transferred to person or persons different from the
persons holding those securities immediately prior to such
merger.
2.
Employee : an individual who performs services while in the
employ of the Corporation or one or more parent or subsidiary
corporations, subject to the control and direction of the employer
entity not only as to the work to be performed but also as to the
manner and method of performance.
Fair Market Value : the Fair Market Value per share of
Common Stock determined in accordance with the following
provisions:
a. If
the Common Stock is at the time listed or admitted to trading on
the Nasdaq Global or Global Select Market, the Fair Market Value
shall be the closing selling price per share on the date in
question, as such price is reported by the National Association of
Securities Dealers on such exchange. If there is no reported
closing selling price for the Common Stock on the date in question,
then the closing selling price on the last preceding date for which
such quotation exists shall be determinative of Fair Market
Value.
b. If
the Common Stock is at the time listed or admitted to trading on
any other national stock exchange, then the Fair Market Value shall
be the closing selling price per share on the date in question on
the exchange determined by the Plan Administrator to be the primary
market for the Common Stock, as such price is officially quoted in
the composite tape of transactions on such exchange. If there is no
reported sale of Common Stock on such exchange on the date in
question, then the Fair Market Value shall be the closing selling
price on the exchange on the last preceding date for which such
quotation exists.
Optionee : any person to whom an option or stock
appreciation right is granted under the Discretionary Grant Program
in effect under the Plan.
Participant : any person who receives a direct issuance of
Common Stock under the Stock Issuance Program in effect under the
Plan or a restricted stock unit award under the Automatic Grant
Program.
Plan Administrator : the Committee in its capacity as the
administrator of the Plan.
Permanent Disability or Permanently Disabled : the
inability of the Optionee or the Participant to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment expected to result in
death or to be of continuous duration of twelve (12) months or
more.
Service : the performance of services on a periodic basis to
the Corporation (or any parent or subsidiary corporation) in the
capacity of an Employee, a non-employee member of the board of
directors or an independent consultant or advisor, except to the
extent otherwise specifically provided in the applicable stock
option or stock issuance agreement. For purposes of the Plan, an
Optionee or Participant shall be deemed to cease Service
immediately upon the occurrence of the either of the following
events: (i) the Optionee or Participant no longer performs
services in any of the foregoing capacities for the Corporation or
any Parent or Subsidiary or (ii) the entity for which the
Optionee or Participant is performing such services
3.
ceases
to remain a Parent or Subsidiary of the Corporation, even though
the Optionee or Participant may subsequently continue to perform
services for that entity. Service shall not be deemed to cease
during a period of military leave, sick leave or other personal
leave approved by the Corporation; provided, however
, that except to the extent otherwise required by law or expressly
authorized by the Plan Administrator or the Corporation’s
written leave of absence policy, no Service credit shall be given
for vesting purposes for any period the Optionee or Participant is
on a leave of absence.
B. The
following provisions shall be applicable in determining the parent
and subsidiary corporations of the Corporation:
Any
corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation shall be considered to be
a parent of the Corporation, provided each such corporation
in the unbroken chain (other than the Corporation) owns, at the
time of the determination, stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in
one of the other corporations in such chain.
Each
corporation (other than the Corporation) in an unbroken chain of
corporations which begins with the Corporation shall be considered
to be a subsidiary of the Corporation, provided each such
corporation (other than the last corporation) in the unbroken chain
owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such
chain.
III. STRUCTURE OF THE
PLAN
A.
Stock Programs . The Plan shall be divided into three
separate components: the Discretionary Grant Program specified in
Article Two, the Automatic Grant Program specified in
Article Three and the Stock Issuance Program specified in
Article Four. Under the Discretionary Grant Program, eligible
individuals may, at the discretion of the Plan Administrator in
accordance with the provisions of Article Two, be granted
options to purchase shares of Common Stock or stock appreciation
rights tied to the value of such Common Stock. Under the Automatic
Grant Program, non-employee Board members will receive a series of
automatic restricted stock unit awards over their period of
continued Board service in accordance with the provisions of
Article Three. Under the Stock Issuance Program, eligible
individuals may, at the discretion of the Plan Administrator, be
issued shares of Common Stock pursuant to restricted stock awards,
restricted stock units or other share right awards which vest upon
the completion of a designated service period or the attainment of
pre-established performance milestones, or such shares of Common
Stock may be issued through direct purchase or as a bonus for
services rendered the Corporation (or any Parent or Subsidiary) or
the Corporation’s attainment of financial objectives.
B.
General Provisions . Unless the context clearly indicates
otherwise, the provisions of Articles One and Five shall apply to
the Discretionary Grant Program, the Automatic Grant Program and
the Stock Issuance Program and shall accordingly govern the
interests of all individuals under the Plan.
4.
IV. ADMINISTRATION OF THE
PLAN
A. Both
the Discretionary Grant Program and the Stock Issuance Program
shall be administered by a committee (“Committee”) of
two or more non-employee Board members. Members of the Committee
shall serve for such period of time as the Board may determine and
shall be subject to removal by the Board at any time.
B. The
Committee as Plan Administrator shall have full power and authority
(subject to the express provisions of the Plan) to establish rules
and regulations for the proper administration of the Discretionary
Grant and Stock Issuance Programs and to make such determinations
under, and issue such interpretations of, the provisions of such
programs and any outstanding option grants, stock issuances or
other stock-based awards thereunder as it may deem necessary or
advisable. Decisions of the Plan Administrator shall be final and
binding on all parties who have an interest in the Discretionary
Grant or Stock Issuance Program or any outstanding stock option,
stock appreciation right, share issuance or other stock-based award
thereunder.
C.
Administration of the Automatic Grant Program shall be
self-executing in accordance with the express terms and conditions
of Article Three, and the Committee as Plan Administrator
shall exercise no discretionary functions with respect to
restricted stock unit awards made pursuant to that program.
V. DISCRETIONARY GRANTS AND
STOCK ISSUANCES
A. The
persons eligible to participate in the Discretionary Grant Program
under Article Two or the Stock Issuance Program under
Article Four shall be limited to the following:
1. officers
and other key employees of the Corporation (or its parent or
subsidiary corporations) who render services which contribute to
the management, growth and financial success of the Corporation (or
its parent or subsidiary corporations);
2. non-employee
members of the Board; and
3. those
independent consultants or other advisors who provide valuable
services to the Corporation (or its parent or subsidiary
corporations).
B. The
Plan Administrator shall have full authority to determine,
(I) with respect to the grant of stock options or stock
appreciation rights under the Discretionary Grant Program, which
eligible individuals are to receive such grants, the time or time
when those grants are to be made, the number of shares to be
covered by each such grant, the time or times at which each option
or stock appreciation right is to vest and become exercisable, the
status of a granted stock option as either an incentive stock
option (“Incentive Option”) which satisfies the
requirements of Section 422 of the Code or a non-statutory stock
option not intended to meet such requirements, and the maximum term
for which the granted stock option or stock
5.
appreciation right may remain outstanding and (II) with
respect to stock issuances or other stock-based awards under the
Stock Issuance Program, which eligible persons are to receive such
issuances or awards, the time or times when the issuances or awards
are to be made, the number of shares subject to each such issuance
or award, the vesting schedule (if any) applicable to the shares
which are the subject of such issuance or award and the
consideration for those shares.
VI. STOCK SUBJECT TO THE
PLAN
A.
Shares of Common Stock shall be available for issuance under the
Plan and shall be drawn from either the Corporation’s
authorized but unissued shares of Common Stock or from reacquired
shares of Common Stock, including shares repurchased by the
Corporation on the open market. Subject to the automatic share
increase provisions of Section VI. B. of this
Article One, the maximum number of shares of Common Stock
reserved for issuance over the term of the Plan shall be limited to
10,776,779 shares 1 . Such share
reserve includes (i) the initial number of shares incorporated
into this Plan from the Predecessor Plans on the Effective Date,
(ii) an additional 600,000-share increase authorized by the
Board on March 21, 1996 and approved by the stockholders at
the 1996 Annual Stockholders Meeting, (iii) an additional
277,239 shares attributable to the automatic annual share increase
for fiscal 1996 which was effected on January 2, 1996, (iv) an
additional 284,346 shares attributable to the automatic annual
share increase for fiscal 1997 which was effected on
January 2, 1997, (v) an additional 450,000 shares
authorized by the Board on March 18, 1997 and approved by the
stockholders at the 1997 Annual Meeting, (vi) an additional
291,008 shares attributable to the automatic annual share increase
for fiscal 1998 which was effected on January 2, 1998,
(vii) an additional 295,480 shares attributable to the
automatic annual share increase for fiscal 1999 which was effected
on January 4, 1999, (viii) an additional 299,490 shares
attributable to the automatic annual share increase for fiscal 2000
which was effected on January 3, 2000, (ix) an additional
898,045 shares of Common Stock added to the share reserve on
January 2, 2002 by reason of the automatic increase provision
of Section VI.B of this Article One, (x) an
additional 905,088 shares of Common Stock added to the share
reserve on January 2, 2003 by reason of the automatic increase
provision of Section VI.B of this Article One,
(xi) an additional 943,285 shares of Common Stock added to the
share reserve on January 2, 2004 by reason of the automatic
increase provision of Section VI.B of this Article One,
(xii) an additional 954,141 shares of Common Stock added to
the share reserve on January 2, 2005 by reason of the
automatic increase provision of Section VI.B of this
Article One and (xiii) an additional 949,991 shares of
Common Stock added to the share reserve on January 3, 2006 by
reason of the automatic increase provision of Section VI.B of
this Article One. The share reserve in effect from time to
time under the Plan shall be subject to periodic adjustment in
accordance with the provisions of this Section VI. To the
extent one or more outstanding options under the Predecessor Plans
which have been incorporated into this Plan are subsequently
exercised, the number of shares issued with respect to each such
option shall reduce, on a share-for-share basis, the number of
shares available for issuance under this Plan.
|
|
|
| 1 |
|
All figures have been adjusted to reflect the 2:1 stock split
the Corporation effected May 10, 1995. |
6.
B. The
number of shares of Common Stock available for issuance under the
Plan shall automatically increase on the first trading day of
January of each calendar year, beginning with calendar year 2002
and continuing through calendar year 2006, by an amount equal to
four percent (4%) of the total number of shares of Common Stock
outstanding on the last trading day of the calendar year
immediately preceding the calendar year of each such share
increase, but in no event shall any such annual increase exceed
1,700,000 shares.
C. In
no event may the aggregate number of shares of Common Stock for
which any one individual participating in the Plan may be granted
stock options, stand-alone stock appreciation rights, direct stock
issuances (whether vested or unvested) or other stock-based awards
(whether in the form of restricted stock units or other share-right
awards) exceed 400,000 shares per fiscal year, beginning with the
1995 fiscal year. However, for the fiscal year in which an
individual receives his or her initial stock option or stock
appreciation right, direct stock issuance or other stock-based
award under the Plan, the limit shall be increased to 600,000
shares. Such limitations shall be subject to adjustment from time
to time in accordance with the provisions of this Section VI.
D.
Shares of Common Stock subject to outstanding options (including
options transferred to this Plan from the Predecessor Plan) or
other awards made under the Plan shall be available for subsequent
issuance under the Plan to the extent those options or awards
expire or terminate for any reason (including, without limitation,
the cancellation of one or more options in accordance with the
cancellation-regrant provisions of Section IV of
Article Two of the Plan) prior to the issuance of the shares
of Common Stock subject to those options or awards. Unvested shares
issued under the Plan and subsequently repurchased by the
Corporation, at the original exercise or issue price paid per
share, pursuant to the Corporation’s repurchase rights under
the Plan shall be added back to the number of shares of Common
Stock reserved for issuance under the Plan and shall accordingly be
available for reissuance through one or more subsequent option
grants or direct stock issuances under the Plan. Shares subject to
any stock appreciation rights exercised in accordance with
Section V of Article Two shall reduce on a
share-for-share basis the number of shares of Common Stock
available for subsequent issuance under the Plan. In addition,
should the exercise price of an outstanding option under the Plan
(including any option incorporated from the Predecessor Plans) be
paid with shares of Common Stock or should shares of Common Stock
otherwise issuable under the Plan be withheld by the Corporation in
satisfaction of the withholding taxes incurred in connection with
the exercise of an outstanding option under the Plan or the
issuance of vested shares pursuant to a stock or stock-based award
made under the Plan, then the number of shares of Common Stock
available for issuance under the Plan shall be reduced by the gross
number of shares for which the option is exercised or for which the
stock or stock-based award was made, and not by the net number of
shares of Common Stock actually issued to the holder of such option
or award.
E. In
the event any change is made to the outstanding shares of Common
Stock by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares,
spin-off transaction or other change affecting the outstanding
Common Stock as a class effected without the Corporation’s
receipt of consideration or should the value of the outstanding
shares of Common Stock be substantially reduced by reason of a
spin-off transaction or extraordinary dividend or distribution,
equitable adjustments shall be made to (i) the maximum number
and/or class of securities issuable under the Plan, (ii) the
maximum
7.
number
and/or class of securities for which any one person may be granted
stock options, stand-alone stock appreciation rights, direct stock
issuances and other stock-based awards under this Plan per calendar
year, (iii) the number and/or class of securities for which
restricted stock unit awards are to be subsequently made per
eligible non-employee Board member under the Automatic Grant
Program, (iv) the number and/or class of securities and
exercise price per share in effect under each stock option or stock
appreciation right outstanding under the Discretionary Grant
Program or Automatic Grant Program, (v) the number and/or
class of securities subject to each outstanding restricted stock
unit or other stock-based award under the Plan and the issue price
(if any) payable per share and (vi) the number and/or class of
securities and price per share in effect under each outstanding
option incorporated into this Plan from the Predecessor Plans. Such
adjustments to the outstanding options and other stock-based awards
are to be effected in a manner which shall preclude the enlargement
or dilution of rights and benefits under those outstanding options,
stock appreciation rights and other awards. The adjustments
determined by the Plan Administrator shall be final, binding and
conclusive.
8.
ARTICLE TWO
DISCRETIONARY GRANT PROGRAM
I. TERMS AND CONDITIONS OF
OPTIONS
Options
granted pursuant to the Discretionary Grant Program shall be
authorized by action of the Plan Administrator and may, at the Plan
Administrator’s discretion, be either Incentive Options or
non-statutory options. Individuals who are not Employees of the
Corporation or its parent or subsidiary corporations may only be
granted non-statutory options. Each granted option shall be
evidenced by one or more instruments in the form approved by the
Plan Administrator; provided, however, that each such instrument
shall comply with the terms and conditions specified below. Each
instrument evidencing an Incentive Option shall, in addition, be
subject to the applicable provisions of Section II of this
Article Two.
A.
Option Price .
1. The
option price per share shall be fixed by the Plan Administrator and
shall in no event be less than one hundred percent (100%) of the
fair market value of such Common Stock on the grant date.
2. The
option price shall become immediately due upon exercise of the
option and, subject to the provisions of Section I of
Article Four and the instrument evidencing the grant, shall be
payable in one of the following alternative forms specified
below:
-
full payment in cash or check drawn to the Corporation’s
order; or
-
full payment in shares of Common Stock held for the requisite
period necessary to avoid a charge to the Corporation’s
earnings for financial reporting purposes and valued at Fair Market
Value on the Exercise Date (as such term is defined below);
or
-
full payment in a combination of shares of Common Stock held for
the requisite period necessary to avoid a charge to the
Corporation’s earnings for financial reporting purposes and
valued at Fair Market Value on the Exercise Date and cash or check
drawn to the Corporation’s order; or
-
full payment through a broker-dealer sale and remittance procedure
pursuant to which the Optionee (I) shall provide irrevocable
written instructions to a Corporation-designated brokerage firm to
effect the immediate sale of the purchased shares and remit to the
Corporation, out of the sale proceeds available on the settlement
date, sufficient funds to cover the aggregate option price payable
for the purchased shares plus all applicable
9.
Federal and
State income and employment taxes required to be withheld by the
Corporation in connection with such purchase and (II) shall
provide written directives to the Corporation to deliver the
certificates for the purchased shares directly to such brokerage
firm in order to complete the sale transaction.
For
purposes of this subparagraph (2), the Exercise Date shall be the
date on which written notice of the option exercise is delivered to
the Corporation. Except to the extent the sale and remittance
procedure is utilized in connection with the exercise of the
option, payment of the option price for the purchased shares must
accompany such notice.
B.
Term and Exercise of Options . Each option granted under
this Discretionary Grant Program shall be exercisable at such time
or times and during such period as is determined by the Plan
Administrator and set forth in the instrument evidencing the grant.
No such option, however, shall have a maximum term in excess of ten
(10) years from the grant date.
C.
Limited Transferability . During the lifetime of the
Optionee, Incentive Options shall be exercisable only by the
Optionee and shall not be assignable or transferable other than by
will or by the laws of descent and distribution following the
Optionee’s death. However, non-statutory options may, in
connection with the Optionee’s estate plan, be assigned in
whole or in part during the Optionee’s lifetime to one or
more members of the Optionee’s immediate family or to a trust
established exclusively for the Optionee or one or more such family
members. The assigned portion may only be exercised by the person
or persons who acquire a proprietary interest in the option
pursuant to the assignment. The terms applicable to the assigned
portion shall be the same as those in effect for the option
immediately prior to such assignment and shall be set forth in such
documents issued to the assignee as the Plan Administrator may deem
appropriate.
D.
Termination of Service .
1. The
following provisions shall govern the exercise period applicable to
any outstanding options held by the Optionee at the time of
cessation of Service or death.
-
Should an Optionee cease Service for any reason (including death or
Permanent Disability) while holding one or more outstanding options
under this Article Two, then none of those options shall
(except to the extent otherwise provided pursuant to subparagraph
D.(3) below) remain exercisable for more than a thirty-six
(36)-month period (or such shorter period determined by the Plan
Administrator and set forth in the instrument evidencing the grant)
measured from the date of such cessation of Service.
-
Any option held by the Optionee under this Article Two and
exercisable in whole or in part on the date of his or her death may
be subsequently exercised by the personal representative of the
Optionee’s estate or by the person or persons to whom the
option is transferred pursuant to the Optionee’s will or in
accordance with the laws of descent and distribution. Such
10.
exercise,
however, must occur prior to the earlier of (i) the first
anniversary of the date of the Optionee’s death or
(ii) the specified expiration date of the option term. Upon
the occurrence of the earlier event, the option shall
terminate.
- Under
no circumstances shall any such option be exercisable after the
specified expiration date of the option term.
- During
the applicable post-Service exercise period, the option may not be
exercised in the aggregate for more than the number of shares (if
any) in which the Optionee is vested at the time of his or her
cessation of Service. Upon the expiration of the limited
post-Service exercise period or (if earlier) upon the specified
expiration date of the option term, each such option shall
terminate and cease to be outstanding with respect to any vested
shares for which the option has not otherwise been exercised.
However, each outstanding option shall, immediately upon the
Optionee’s cessation of Service for any reason, terminate and
cease to be outstanding with respect to any shares for which the
option is not otherwise at that time exercisable or in which the
Optionee is not otherwise at that time vested.
- Should
(i) the Optionee’s Service be terminated for misconduct
(including, but not limited to, any act of dishonesty, willful
misconduct, fraud or embezzlement) or (ii) the Optionee make
any unauthorized use or disclosure of confidential information or
trade secrets of the Corporation or its parent or subsidiary
corporations, then in any such event all outstanding options held
by the Optionee under this Article Two shall terminate
immediately and cease to be outstanding.
2. The
Plan Administrator shall have complete discretion, exercisable
either at the time the option is granted or at any time while the
option remains outstanding, to permit one or more options held by
the Optionee under this Article Two to be exercised, during
the limited post-Service exercise period applicable under
subparagraph (1) above, not only with respect to the number of
vested shares of Common Stock for which each such option is
exercisable at the time of the Optionee’s cessation of
Service but also with respect to one or more subsequent
installments of the option shares in which the Optionee would have
otherwise vested had such cessation of Service not occurred.
3. The
Plan Administrator shall also have full power and authority to
extend the period of time for which the option is to remain
exercisable following the Optionee’s cessation of Service or
death from the limited period in effect under subparagraph
(1) above to such greater period of time as the Plan
Administrator shall deem appropriate. In no event, however, shall
such option be exercisable after the specified expiration date of
the option term.
11.
E.
Stockholder Rights .
An
Optionee shall have no stockholder rights with respect to any
shares covered by the option until such individual shall have
exercised the option and paid the option price for the purchased
shares.
F.
Repurchase Rights .
The
shares of Common Stock acquired upon the exercise of any
Article Two option grant may be subject to repurchase by the
Corporation in accordance with the following provisions:
(a) The
Plan Administrator shall have the discretion to authorize the
issuance of unvested shares of Common Stock under this
Article Two. Should the Optionee cease Service while holding
such unvested shares, the Corporation shall have the right to
repurchase any or all of
| 
