EXHIBIT 10.02
DRIVEWAY CORPORATION 1997 STOCK OPTION PLAN
Notice of Stock Option Grant
We are pleased to inform you that you have been selected by Driveway
Corporation (the "Company") to receive the following Option to purchase Common
Stock of the Company. The terms of the Option are as set forth in this Notice,
the attached Stock Option Agreement and the Company's 1997 Stock Option Plan
(the "Plan"):
Name of Optionee:
-------------------------
Total Number of Shares Granted:
-------------------------
Type of Option: Incentive Stock Option
Exercise Price Per Share: $
--------
Date of Xxxxx:
------------------------
Vesting Commencement Date: ------------------------
Vesting Schedule: This Option may be exercised
immediately, in whole or in part,
subject to the Company's right to
repurchase shares acquired on
exercise, which right shall lapse
in accordance with the following
schedule: the first 25% of the
shares subject to the Option will
vest and cease to be subject to the
repurchase option one year after
the Vesting Commencement Date. The
remainder of the shares subject to
the Option will vest and cease to
be subject to the repurchase option
as to an additional 6.25% of the
shares subject to the Option after
each full three-month period of
continuous employment or service
thereafter. The Option will be
fully vested 4 years from the
Vesting Commencement Date.
Expiration Date: -----------------------------------
By your signature and the signature of the Company's representative below, you
and the Company agree that this Option is granted under and governed by the
terms and conditions of the Plan and the Stock Option Agreement, both of which
are attached to and made a part of this document.
Optionee: Driveway Corporation
By:
------------------------- -------------------------------
Title:
------------------------- -------------------------------
Print Name
THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE
EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.
Driveway Corporation 1997 Stock Option Plan:
Stock Option Agreement
SECTION 1. Grant Of Option.
(a) Option. On the terms and conditions set forth in the Notice of
Stock Option Grant and this Agreement, the Company grants to the Optionee
on the Date of Grant the Option to purchase at the Exercise Price the
number of Shares set forth in the Notice of Stock Option Grant (the
"Option"). The Exercise Price is agreed to be at least 100% of the Fair
------
Market Value per Share on the Date of Grant (110% of Fair Market Value if
Section 8.2 of the Plan applies). This Option is intended to be an ISO or a
Nonstatutory Option, as provided in the Notice of Stock Option Grant.
(b) Stock Plan and Defined Terms. This Option is granted pursuant to
the Plan, a copy of which the Optionee acknowledges having received. The
provisions of the Plan are incorporated into this Agreement by this
reference. Unless otherwise defined herein, capitalized terms are defined
in Section 13 of this Agreement.
SECTION 2. RIGHT TO EXERCISE.
(a) Exercisability. Subject to the terms and conditions set forth in
this Agreement and the Plan, this Option shall vest and become exercisable
according to the Vesting Schedule set forth in the Notice of Stock Option Grant.
(b) $100,000 Limitation. If the Option is designated as an ISO on the
Notice of Stock Option Grant and the aggregate Exercise Price Per Share with
respect to which the Option first becomes exercisable during any calendar year
(under the Option and all other ISOs you hold) exceeds $100,000, the excess
portion will be treated as a nonqualified stock option, unless the Internal
Revenue Service changes the rules and regulations governing the $100,000 limit
for ISOs. A portion of the Option may be treated as a nonqualified stock option
if certain events cause exercisability of the Option to accelerate.
(c) Stockholder Approval. Any other provision of this Agreement
notwithstanding, no portion of this Option shall be exercisable at any time
prior to the approval of the Plan by the Company's stockholders.
2
SECTION 3. No Transfer Or Assignment Of Option.
Except as otherwise provided in this Agreement, this Option and the
rights and privileges conferred hereby shall not be sold, pledged or otherwise
transferred (whether by operation of law or otherwise) and shall not be subject
to sale under execution, attachment, levy or similar process.
SECTION 4. Exercise Procedures.
(a) Notice of Exercise. The Optionee or the Optionee's representative
may exercise this Option by giving written notice to the Company pursuant to
Section 12(c). The notice shall specify the election to exercise this Option,
the number of Shares for which it is being exercised and the form of payment.
The notice shall be signed by the person exercising this Option. In the event
that this Option is being exercised by the representative of the Optionee, the
notice shall be accompanied by proof (satisfactory to the Company) of the
representative's right to exercise this Option. The Optionee or the Optionee's
representative shall deliver to the Company, at the time of giving the notice,
payment in a form permissible under Section 5 for the full amount of the
Purchase Price.
(b) Issuance of Shares. After receiving a proper notice of exercise,
the Company shall cause to be issued a certificate or certificates for the
Shares as to which this Option has been exercised, registered in the name of the
person exercising this Option (or in the names of such person and his or her
spouse as community property or as joint tenants with right of survivorship).
The Company shall cause such certificate or certificates to be deposited in
escrow or delivered to or upon the order of the person exercising this Option.
(c) Withholding Taxes. In the event that the Company determines that
it is required to withhold any tax as a result of the exercise of this Option,
the Optionee, as a condition to the exercise of this Option, shall make
arrangements satisfactory to the Company to enable it to satisfy all withholding
requirements. The Optionee shall also make arrangements satisfactory to the
Company to enable it to satisfy any withholding requirements that may arise in
connection with the disposition of Shares purchased by exercising this Option.
SECTION 5. Payment For Stock.
(a) Cash. All or part of the Purchase Price may be paid in cash
or cash equivalents.
(b) Surrender of Stock. All or any part of the Purchase Price may
be paid by surrendering, or attesting to the ownership of, Shares of Common
Stock that are already owned by the Optionee. Such Shares shall be surrendered
to the Company in good form for transfer and shall be valued at their Fair
Market Value on the date when this Option is exercised. The Optionee shall not
surrender, or attest to the ownership of, Shares in payment of the Purchase
Price if such action would cause the Company to recognize compensation expense
(or additional compensation expense) with respect to this Option for financial
reporting purposes.
(c) Exercise/Sale. If Stock is publicly traded, all or part of
the Purchase Price and any withholding taxes may be paid by the delivery (on a
form prescribed by the Company)
3
of an irrevocable direction to a securities broker approved by the Company to
sell Shares and to deliver all or part of the sales proceeds to the Company.
(d) Exercise/Pledge. If Stock is publicly traded, all or part of the
Purchase Price and any withholding taxes may be paid by the delivery (on a
form prescribed by the Company) of an irrevocable direction to pledge
Shares to a securities broker or lender approved by the Company, as
security for a loan, and to deliver all or part of the loan proceeds to the
Company.
SECTION 6. Term And Expiration.
(a) Basic Term. This Option shall in any event expire on the
expiration date set forth in the Notice of Stock Option Grant, which date is 10
years after the Date of Grant (five years after the Date of Grant if this Option
is designated as an ISO in the Notice of Stock Option Grant and Section 8.2 of
the Plan applies).
(b) Termination of Service (Except by Death). If the Optionee's
Continuous Status as an Employee or Consultant (as such term is defined in the
Plan) terminates for any reason other than death, then this Option shall expire
on the earliest of the following occasions:
(i) The expiration date determined pursuant to Subsection (a)
above (the "Expiration Date");
(ii) The date that is twelve (12) months after the termination of
Optionee's Continuous Status as an Employee or Consultant as a result
of his or her total and permanent disability within the meaning of
Section 22(e)(3) of the Code;
(iii) The date that is six (6) months after the termination of
Optionee's Continuous Status as an Employee or Consultant as a result
of a disability which does not fall within the meaning of Subsection
(ii) above, provided, however, that to the extent that Optionee fails
-------- -------
to exercise an Option which is an ISO within three months of the date
of such termination, the Option will not qualify for ISO treatment;
(iv) The date that is six (6) months after Optionee's death if it
occurs during the period of Continuous Status as an Employee or
Consultant; or
(v) The date three (3) months after the termination of the
Optionee's Service for any reason other than as described in
Subsections (ii), (iii) or (iv) above.
The Optionee may exercise all or part of this Option at any time before its
expiration under the preceding sentence, but only to the extent that this Option
had become vested and exercisable before the Optionee's Service terminated.
When the Optionee's Service terminates, this Option shall expire immediately
with respect to the number of Shares for which this Option is not yet vested and
exercisable. Notwithstanding the foregoing, in the event that the Optionee dies
within thirty (30) days after termination of Service but before the expiration
of this Option, all or part of this Option may be exercised until the earlier of
six (6) months after the date of Optionee's death
4
or the Expiration Date by the executors or administrators of the Optionee's
estate or by any person who has acquired this Option directly from the Optionee
by beneficiary designation, bequest or inheritance, but only to the extent that
this Option had become exercisable before the Optionee's Service terminated.
(c) Leaves of Absence. For any purpose under this Agreement,
Service shall be deemed to continue while the Optionee is on a bona fide leave
of absence, if such leave was approved by the Company in writing and if
Continuous Status as an Employee or Consultant for such purpose is expressly
required by the terms of such leave or by applicable law (as determined by the
Company).
(d) Notice Concerning ISO Treatment. If this Option is designated
as an ISO in the Notice of Stock Option Grant, it ceases to qualify for
favorable tax treatment as an ISO to the extent it is exercised (i) more than
three months after the date the Optionee ceases to be an Employee for any reason
other than death or permanent and total disability (as defined in Section
22(e)(3) of the Code), (ii) more than 12 months after the date the Optionee
ceases to be an Employee by reason of such permanent and total disability or
(iii) after the Optionee has been on a leave of absence for more than 90 days,
unless the Optionee's reemployment rights are guaranteed by statute or by
contract.
SECTION 7. Right Of First Refusal.
(a) Right of First Refusal. In the event that the Optionee
proposes to sell, pledge or otherwise transfer to a third party any Shares
issued upon the exercise of this Option, or any interest in such Shares, the
Company shall have the Right of First Refusal with respect to all of such
Shares. If the Optionee desires to transfer Shares acquired under this
Agreement, the Optionee shall give a written Transfer Notice to the Company
describing fully the proposed transfer, including the number of Shares proposed
to be transferred, the proposed transfer price, the name and address of the
proposed Transferee and proof satisfactory to the Company that the proposed sale
or transfer will not violate any applicable federal or state securities laws.
The Transfer Notice shall be signed both by the Optionee and by the proposed
Transferee and must constitute a binding commitment of both parties to the
transfer of the Shares. The Company shall have the right to purchase all of the
Shares on the terms of the proposal described in the Transfer Notice (subject,
however, to any change in such terms permitted under Subsection (b) below) by
delivery of a notice of exercise of the Right of First Refusal within 30 days
after the date when the Transfer Notice was received by the Company. The
Company's rights under this Subsection (a) shall be freely assignable, in whole
or in part.
(b) Transfer of Shares. If the Company fails to exercise its
Right of First Refusal within 30 days after the date when it received the
Transfer Notice, the Optionee may, not later than 90 days following receipt of
the Transfer Notice by the Company, conclude a transfer of the Shares subject to
the Transfer Notice on the terms and conditions described in the Transfer
Notice, provided that any such sale is made in compliance with applicable
federal and state securities laws and not in violation of any other contractual
restrictions to which the Optionee is bound. Any proposed transfer on terms and
conditions different from those described in the Transfer Notice, as well as any
subsequent proposed transfer by the Optionee, shall again be subject to the
Right of First Refusal and shall require compliance with the procedure
described in
5
Subsection (a) above. If the Company exercises its Right of First Refusal, the
parties shall consummate the sale of the Shares on the terms set forth in the
Transfer Notice within 60 days after the date when the Company received the
Transfer Notice (or within such longer period as may have been specified in the
Transfer Notice); provided, however, that in the event the Transfer Notice
provided that payment for the Shares was to be made in a form other than cash or
cash equivalents paid at the time of transfer, the Company shall have the option
of paying for the Shares with cash or cash equivalents equal to the present
value of the consideration described in the Transfer Notice.
(c) Additional Shares or Substituted Securities. In the event of
the declaration of a stock dividend, the declaration of an extraordinary
dividend payable in a form other than stock, a spin-off, a stock split, an
adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Company's outstanding securities without receipt of consideration,
any new, substituted or additional securities or other property (including money
paid other than as an ordinary cash dividend) which are by reason of such
transaction distributed with respect to any Shares subject to this Section 7 or
into which such Shares thereby become convertible shall immediately be subject
to this Section 7. Appropriate adjustments to reflect the distribution of such
securities or property shall be made to the number and/or class of the Shares
subject to this Section 7.
(d) Termination of Right of First Refusal. Any other provision of
this Section 7 notwithstanding, in the event that the Stock is readily tradable
on an established securities market when the Optionee desires to transfer
Shares, the Company shall have no Right of First Refusal, and the Optionee shall
have no obligation to comply with the procedures prescribed by Subsections (a)
and (b) above.
(e) Permitted Transfers. This Section 7 shall not apply to (i) a
transfer by beneficiary designation, will or intestate succession or (ii) a
transfer to the Optionee's spouse, children or grandchildren or to a trust by
the Optionee for the benefit of the Optionee or the Optionee's spouse, children
or grandchildren, provided in either case that the Transferee agrees in writing
on a form prescribed by the Company to be bound by all provisions of this
Agreement. If the Optionee transfers any Shares acquired under this Agreement,
either under this Subsection (e) or after the Company has failed to exercise the
Right of First Refusal, then this Section 7 shall apply to the Transferee to the
same extent as to the Optionee.
(f) Termination of Rights as Stockholder. If the Company makes
available, at the time and place and in the amount and form provided in this
Agreement, the consideration for the Shares to be purchased in accordance with
this Section 7, then after such time the person from whom such Shares are to be
purchased shall no longer have any rights as a holder of such Shares (other than
the right to receive payment of such consideration in accordance with this
Agreement). Such Shares shall be deemed to have been purchased in accordance
with the applicable provisions hereof, whether or not the certificate(s)
therefor have been delivered as required by this Agreement.
6
SECTION 8. Legality Of Initial Issuance.
No Shares shall be issued upon the exercise of this Option unless and
until the Company has determined that:
(a) It and the Optionee have taken any actions required to
register the Shares under the Securities Act or to perfect an exemption from the
registration requirements thereof;
(b) Any applicable listing requirement of any stock exchange or
other securities market on which Stock is listed has been satisfied; and
(c) Any other applicable provision of state or federal law has
been satisfied.
By acceptance of this Option, Optionee acknowledges that Optionee has read and
understands Section 16.3 of the Plan.
SECTION 9. No Registration Rights.
The Company may, but shall not be obligated to, register or qualify
the sale of Shares under the Securities Act or any other applicable law. The
Company shall not be obligated to take any affirmative action in order to cause
the sale of Shares under this Agreement to comply with any law.
SECTION 10. Restrictions On Transfer.
(a) Securities Law Restrictions. Regardless of whether the
offering and sale of Shares under the Plan have been registered under the
Securities Act or have been registered or qualified under the securities laws of
any state, the Company at its discretion may impose restrictions upon the sale,
pledge or other transfer of such Shares (including the placement of appropriate
legends on stock certificates or the imposition of stop-transfer instructions)
if, in the judgment of the Company, such restrictions are necessary or desirable
in order to achieve compliance with the Securities Act, the securities laws of
any state or any other law.
(b) Market Stand-Off. In connection with any underwritten public
offering by the Company of its equity securities pursuant to an effective
registration statement filed under the Securities Act, including the Company's
initial public offering, the Optionee shall not directly or indirectly sell,
make any short sale of, loan, hypothecate, pledge, offer, grant or sell any
option or other contract for the purchase of, purchase any option or other
contract for the sale of, or otherwise dispose of or transfer, or agree to
engage in any of the foregoing transactions with respect to, any Shares acquired
under this Agreement without the prior written consent of the Company or its
underwriters. Such restriction (the "Market Stand-Off") shall be in effect for
such period of time following the date of the final prospectus for the offering
as may be requested by the Company or such underwriters. In no event, however,
shall such period exceed 180 days. The Market Stand-Off shall in any event
terminate two years after the date of the Company's initial public offering. In
the event of the declaration of a stock dividend, a spin-off, a stock split, an
adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Company's outstanding securities without receipt of consideration,
any new, substituted or additional securities which are by reason of such
transaction distributed with
7
respect to any Shares subject to the Market Stand-Off, or into which such Shares
thereby become convertible, shall immediately be subject to the Market Stand-
Off. In order to enforce the Market Stand-Off, the Company may impose stop-
transfer instructions with respect to the Shares acquired under this Agreement
until the end of the applicable stand-off period. The Company's underwriters
shall be beneficiaries of the agreement set forth in this Subsection (b). This
Subsection (b) shall not apply to Shares registered in the public offering under
the Securities Act, and the Optionee shall be subject to this Subsection (b)
only if the directors and officers of the Company are subject to similar
arrangements.
(c) Investment Intent at Grant. The Optionee represents and
agrees that the Shares to be acquired upon exercising this Option will be
acquired for investment, and not with a view to the sale or distribution
thereof.
(d) Investment Intent at Exercise. In the event that the sale of
Shares under the Plan is not registered under the Securities Act but an
exemption is available which requires an investment representation or other
representation, the Optionee shall represent and agree at the time of exercise
that the Shares being acquired upon exercising this Option are being acquired
for investment, and not with a view to the sale or distribution thereof, and
shall make such other representations as are deemed necessary or appropriate by
the Company and its counsel.
(e) Legends. All certificates evidencing Shares purchased under
this Agreement shall bear the following legend:
"THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE
TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER
OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH
AGREEMENT GRANTS TO THE COMPANY CERTAIN RIGHTS OF FIRST REFUSAL UPON AN
ATTEMPTED TRANSFER OF THE SHARES. THE SECRETARY OF THE COMPANY WILL UPON
WRITTEN REQUEST XXXXXXX A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF
WITHOUT CHARGE."
All certificates evidencing Shares purchased under this Agreement in an
unregistered transaction shall bear the following legend (and such other
restrictive legends as are required or deemed advisable under the provisions of
any applicable law):
"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH
ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL,
THAT SUCH REGISTRATION IS NOT REQUIRED."
(f) Removal of Legends. If, in the opinion of the Company and its
counsel, any legend placed on a stock certificate representing Shares sold under
this Agreement is no longer
8
required, the holder of such certificate shall be entitled to exchange such
certificate for a certificate representing the same number of Shares but without
such legend.
(g) Administration. Any determination by the Company and its
counsel in connection with any of the matters set forth in this Section 10 shall
be conclusive and binding on the Optionee and all other persons.
SECTION 11. Adjustment Of Shares.
In the event of any transaction described in Section 10 of the Plan,
the terms of this Option (including, without limitation, the number and kind of
Shares subject to this Option and the Exercise Price) shall be adjusted as set
forth in Section 10 of the Plan. In the event that the Company is a party to a
merger or consolidation, this Option shall be subject to the agreement of merger
or consolidation, as provided in Section 10 of the Plan.
SECTION 12. Miscellaneous Provisions.
(a) Rights as a Stockholder. Neither the Optionee nor the
Optionee's representative shall have any rights as a stockholder with respect to
any Shares subject to this Option until the Optionee or the Optionee's
representative becomes entitled to receive such Shares by filing a notice of
exercise and paying the Purchase Price pursuant to Sections 4 and 5.
(b) No Retention Rights. Nothing in this Option or in the Plan
shall confer upon the Optionee any right to continue in Service for any period
of specific duration or interfere with or otherwise restrict in any way the
rights of the Company (or any Parent or Subsidiary employing or retaining the
Optionee) or of the Optionee, which rights are hereby expressly reserved by
each, to terminate his or her Service at any time and for any reason, with or
without cause.
(c) Notice. Any notice required by the terms of this Agreement
shall be given in writing and shall be deemed effective upon personal delivery
or upon deposit with the United States Postal Service, by registered or
certified mail, with postage and fees prepaid. Notice shall be addressed to the
Company at its principal executive office and to the Optionee at the address
that he or she most recently provided to the Company.
(d) Entire Agreement. The Notice of Stock Option Grant, this
Agreement and the Plan constitute the entire contract between the parties hereto
with regard to the subject matter hereof. They supersede any other agreements,
representations or understandings (whether oral or written and whether express
or implied) which relate to the subject matter hereof.
(e) Assigns. This Agreement will inure to the benefit of the
successors and assigns of the Company and be binding upon Optionee and
Optionee's heirs, executors, administrators, successors and assigns.
(f) No Waiver. No waiver of any provision of this Agreement will
be valid unless in writing, signed by the person against whom such waiver is
sought to be enforced, nor will failure to enforce any right hereunder
constitute a continuing waiver of the same or a waiver of any other right
hereunder.
9
(g) Choice of Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California, as such
laws are applied to contracts entered into and performed in such State.
SECTION 13. Definitions.
(a) "Agreement" shall mean this Stock Option Agreement.
(b) "Board of Directors" shall mean the Board of Directors of the
Company, as constituted from time to time or, if a Committee has been appointed,
such Committee.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(d) "Committee" shall mean a committee of the Board of Directors,
as described in Section 2 of the Plan.
(e) "Company" shall mean Driveway Corporation, a Delaware
corporation.
(f) "Consultant" shall mean a person who performs bona fide
services for the Company, a Parent or a Subsidiary as a consultant or advisor,
excluding Employees and Outside Directors.
(g) "Date of Grant" shall mean the date specified in the Notice
of Stock Option Grant, which date shall be the later of (i) the date on which
the Board of Directors resolved to grant this Option or (ii) the first day of
the Optionee's Service.
(h) "Disability" shall mean that the Optionee is unable to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment.
(i) "Employee" shall mean any individual who is a common-law
employee of the Company, a Parent or a Subsidiary.
(j) "Exercise Price" shall mean the amount for which one Share
may be purchased upon exercise of this Option, as specified in the Notice of
Stock Option Grant.
(k) "Fair Market Value" shall mean the fair market value of a
Share, as determined by the Board of Directors in good faith. Such determination
shall be conclusive and binding on all persons.
(l) "ISO" shall mean an employee incentive stock option described
in Section 422(b) of the Code.
(m) "Nonstatutory Option" shall mean a stock option not described
in Sections 422(b) or 423(b) of the Code.
(n) "Notice of Stock Option Grant" shall mean the document so
entitled to which this Agreement is attached.
10
(o) "Optionee" shall mean the individual named in the Notice of
Stock Option Grant.
(p) "Outside Director" shall mean a member of the Board of
Directors who is not an Employee.
(q) "Parent" shall mean any corporation (other than the Company)
in an unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
(r) "Plan" shall mean the Driveway Corporation 1997 Stock Option
Plan, as in effect on the Date of Grant.
(s) "Purchase Price" shall mean the Exercise Price multiplied by
the number of Shares with respect to which this Option is being exercised.
(t) "Right of First Refusal" shall mean the Company's right of
first refusal described in Section 7.
(u) "Securities Act" shall mean the Securities Act of 1933, as
amended.
(v) "Service" shall mean service as an Employee, Outside Director
or Consultant.
(w) "Share" shall mean one share of Stock issued upon exercise of
an Option, as adjusted in accordance with Section 10 of the Plan (if
applicable).
(x) "Stock" shall mean the Common Stock of the Company.
(y) "Subsidiary" shall mean any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company, if
each of the corporations other than the last corporation in the unbroken chain
owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.
(z) "Transferee" shall mean any person to whom the Optionee has
directly or indirectly transferred any Share acquired under this Agreement.
(aa) "Transfer Notice" shall mean the notice of a proposed
transfer of Shares described in Section 7.
11
