Types of Grants and Eligibility
The 2005 Plan is designed to provide an incentive to employees (including key employees such
as officers and directors) of the Company and to consultants and directors who are not employees of
the Company and its subsidiary companies and to offer an additional inducement in obtaining the
services of such individuals.
The aggregate number of Shares for which options may be granted under the 2005 Plan may not
exceed 1,000,000 shares; such Shares may consist either in whole or in part of authorized but
unissued shares of common stock or shares of common stock held in the treasury of the Company.
Shares of common stock subject to an option which expires, or for any reason is cancelled or is
terminated, unexercised, or which ceases for any reason to be exercisable may again become
available for the granting of options under the 2005 Plan.
Administration of the 2005 Plan
The 2005 Plan is administered by the Companys Compensation Committee (Committee).
Subject to the express provisions of the 2005 Plan, the Committee has the authority, in its
sole discretion, with respect to options, to determine, among other things: the key employees,
consultants and advisors who are to receive options; the times when they may receive options; the
number of shares of common stock to be subject to each option; the term of each option; the date
each option is to become exercisable; whether an option is to be exercisable in whole, in part or
in installments, and, if in installments, the number of shares of common stock to be subject to
each installment; whether the installments are to be cumulative; the date each installment is to
become exercisable and the term of each installment; whether to accelerate the date of exercise of
any installment; whether shares of common stock may be issued on exercise of an option as partly
paid, and, if so, the dates when future installments of the exercise price are to become due and
the amounts of such installments; the exercise price of each option; the form of payment of the
exercise price; whether to restrict the sale or other disposition of the shares of common stock
acquired upon the exercise of an option and to waive any such restriction; and whether to subject
the exercise of all or any portion of an option to the fulfillment of contingencies as specified in
an applicable stock option contract. With respect to all options, the Committee has such discretion
to determine the amount, if any, necessary to satisfy the Companys obligation to withhold taxes;
with the consent of the optionee, to cancel or modify an option, provided such option as modified
would be permitted to be granted on such date under the terms of the 2005 Plan; to prescribe, amend
and rescind rules and regulations relating to the 2000 Plan; and to make all other determinations
necessary or advisable for administering the 2005 Plan. The Board of Directors has the authority
described above with respect to the granting of director options.
The exercise price of the shares of common stock under each option is to be determined by the
Committee at the time of the grant. The exercise price of the shares of common stock is to be equal
to the fair market value of the common stock subject to such option on the date of grant.
The term of each option granted pursuant to the 2005 Plan is established by the Committee, in
its sole discretion, at or before the time such option is granted. Subject to early termination,
the option of each non-employee director option is exercisable for term of ten years from the date
An option (or any part or installment thereof), to the extent then exercisable, is to be
exercised by giving written notice to the Company at its principal office. Payment in full of the
aggregate exercise price may be made (a) in cash or by certified check, or (b) if the applicable
stock option contract at the time of grant so permits, with the authorization of the Committee,
with previously acquired shares of common stock having an aggregate fair market value, on the date
of exercise, equal to the aggregate exercise price of all options being exercised, or (c) with any
combination of cash, certified check or shares of common stock.
The Committee may, in its discretion, permit payment of the exercise price of an option by
delivery by the optionee of a properly executed exercise notice, together with a copy of his
irrevocable instructions to a broker acceptable to the Committee to deliver promptly to the Company
the amount of sale or loan proceeds sufficient to pay such exercise price.
Termination of Relationship
Any employee holder of an option whose employment or relationship with the Company (and its
parent and subsidiaries) has terminated for any reason other than his death or disability may
exercise such option, to the extent exercisable on the date of such termination, at any time within
three months after the date of termination, but not thereafter and in no event after the date the
option would otherwise have expired; provided, however, that if his employment is terminated either
(a) for cause, or (b) without the consent of the Company, said option terminates immediately.
Options granted to employees under the 2005 Plan are not affected by any change in the status of
the holder so long as he or she continues to be a full-time employee of the Company, its parent or
any of its subsidiaries (regardless of having been transferred from one corporation to another).
Death or Disability
If an optionee dies (a) while he is an employee or consultant to, the Company, its parent or
any of its subsidiaries, (b) within three months after the termination of such relationship (unless
such termination was for cause or without the consent of the Company), or (c) within one year
following the termination of such relationship by reason of disability, an option may be exercised,
to the extent exercisable on the date of death, by an executor, administrator or other person at
the time entitled by law the rights of the optionee, at any time within one year after death, but
not thereafter and in no event after the date the option would otherwise have expired.
Any optionee whose relationship has terminated by reason of disability may exercise his
option, to the extent exercisable upon the effective date of such termination, at any time within
one year after such date, but not thereafter and in no event after the date the option would
otherwise have expired.
Adjustments Upon Changes in Common Stock
Notwithstanding any other provisions of the 2005 Plan, in the event of any change in the
outstanding Common Stock by reason of a share dividend, recapitalization, merger or consolidation
in which the Company is the surviving corporation, split-up, combination or exchange of shares or
the like, the aggregate number and kind of shares subject to the 2005 Plan, the aggregate number
and kind of shares subject to each outstanding option and the exercise price thereof will be
appropriately adjusted by the Board of Directors, whose determination will be conclusive.
In the event of (a) the liquidation or dissolution of the Company or (b) a merger or
consolidation in which the Company is not the surviving corporation, any outstanding options will
terminate, unless other provision is made therefor in the transaction.
No option may be granted under the 2005 Plan after October 20, 2015. The Board of Directors,
without further approval of the Companys stockholders, may at any time suspend or terminate the
2005 Plan, in whole or in part, or amend it from time to time in such respects as it may deem
advisable, including, without limitation, to comply with the provisions of certain rules and
regulations promulgated by the Securities and Exchange Commission, among other things; provided,
however, that no amendment may be effective without the requisite prior or subsequent stockholder
approval which would (a) except as required for anti-dilution adjustments, increase the maximum
number of shares of common stock for which options may be granted under the 2005 Plan, (b)
materially increase the benefits to participants under the 2005 Plan, or (c) change the eligibility
requirements for individuals entitled to receive options under the 2005 Plan.
Non-Transferability of Options
No option granted under the 2005 Plan may be transferable otherwise than by will or the laws
of descent and distribution, and options may be exercised, during the lifetime of the holder
thereof, only by such holder or such holders legal representatives. Except to the extent provided
above, options may not be assigned, transferred, pledged, hypothecated or disposed of in any way
(whether by operation of law or otherwise) and may not be subject to execution, attachment or